0001144204-08-059265.txt : 20081024 0001144204-08-059265.hdr.sgml : 20081024 20081024160736 ACCESSION NUMBER: 0001144204-08-059265 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080703 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant FILED AS OF DATE: 20081024 DATE AS OF CHANGE: 20081024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAVALIER HOLDINGS, INC. CENTRAL INDEX KEY: 0001394489 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 208429161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52531 FILM NUMBER: 081140164 BUSINESS ADDRESS: STREET 1: 2808 EAST NORTH STREET STREET 2: SUITE 27 CITY: GREENVILLE STATE: SC ZIP: 29615 BUSINESS PHONE: 864-292-3208 MAIL ADDRESS: STREET 1: 2808 EAST NORTH STREET STREET 2: SUITE 27 CITY: GREENVILLE STATE: SC ZIP: 29615 8-K/A 1 v129693_8ka.htm

Washington, DC 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2008 (July 3, 2008)

CAVALIER HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		000-52531		20-8429161
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2808 East North Street, Ste 27 Greenville, S. C.	29615
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (864) 292-3208

N/A

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTS

1. Previous Independent Registered Public Accounting Firm.

A. On April 10, 2008, the Registrant dismissed its independent registered public accounting firm, Raich Ende Malter & Co. LLP (“REMCo”). Raich Ende Malter & Co. LLP has never issued an opinion on the financials statements of the Registrant.

B. The report of Most & Company, LLP, the Registrant’s previous independent registered accounting firm, which combined its practice into Raich Ende Malter & Co. LLP effective August 8, 2007, as of February 28, 2007 and for the period from February 7, 2007 (Inception) through February 28, 2007 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than going concern.

C. The decision to change accountants was approved by the Registrant's board of directors on April 10,, 2008 and on such date Li & Company, LP (“Li”) was engaged as the Registrant's new independent registered public accountants. The Registrant did not consult Li regarding either: (i) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements, or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-B or a reportable event as described in Item 304(a)(1)(v) of Regulation S-B.

D. During the Registrant's most recent fiscal year, there were no disagreements with REMCo on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of REMCo, would have caused it to make reference to the matter in connection with its reports. There were no "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-B.

E. The Registrant has made the contents of its Form 8-K available to REMCo and requested it to furnish a letter to the SEC as to whether REMCo agrees or disagrees with, or wishes to clarify the Company's expression of their views. A copy of the letter from REMCo to the Commission is attached hereto as Exhibit 16.1.

2. New Independent Registered Public Accounting Firm.

The Registrant has engaged Li & Company, PC as its new independent certified public accounting firm to audit the Registrant’s financial statements effective April 10, 2008. Prior to such engagement, the Registrant did not consult such firm on any of the matters referenced in Regulation S-B Item 304(a)(2).

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CAVALIER HOLDINGS, INC.
	(Registrant)

Date: October 24, 2008	By:	/s/ Leo Mentzelopoulos
		Leo Mentzelopoulos
		President

EX-16.1 2 v129693_ex16-1.htm

October 24, 2008

Office of the Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Re: Cavalier Holdings, Inc.

We have read Item 4.01 of Cavalier Holdings, Inc.’s Form 8-K, dated October 24, 2008, and have the following comments:

1. We agree with the statements made in 1.A., B., D. and E. of Item 4.01 concerning Raich Ende Malter & Co. LLP.

2. We have no basis on which to agree or disagree with the statements made in 1.C. and 2 of Item 4.01 or any other part of the Form 8-K.

Very truly yours,

/s/Raich Ende Malter & Co. LLP

Raich Ende Malter & Co. LLP