-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O3mBvJEM3hFOLPO5OMBOaEoehwuefkU5/iTeD/9XOviwI0V/wcCIIAT5s3cMe+q/ ob8Shp3gTPkUS02IasO2jw== 0001171520-08-000586.txt : 20080930 0001171520-08-000586.hdr.sgml : 20080930 20080930122120 ACCESSION NUMBER: 0001171520-08-000586 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080801 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080930 DATE AS OF CHANGE: 20080930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Stalar 3 Inc. CENTRAL INDEX KEY: 0001419983 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 261402659 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52973 FILM NUMBER: 081096619 BUSINESS ADDRESS: STREET 1: 317 MADISON AVE. STREET 2: SUITE 1520 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 953-1544 MAIL ADDRESS: STREET 1: 317 MADISON AVE. STREET 2: SUITE 1520 CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 eps3135.txt STALAR 3, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2008 STALAR 3, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-52973 26-1402659 --------------- ----------- ------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification Incorporation) Number) 317 Madison Ave., Suite 1520, New York, NY 10017 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 953-1544 -------------- N/A (Former name or former address, if changed 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 under the Exchange Act (17 CFR 240.14a-12) |_| 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 Accountant. (a) On July 28, 2008, Stalar 3, Inc. (the "Company") received notice that, effective August 1, 2008, Danziger Hochman Partners LLP ("Danziger"), the Company's independent registered public accountants, merged with MSCM LLP, with MSCM LLP as the surviving entity ("MSCM"). On September 29, 2008, the Company's Board of Directors approved the engagement of MSCM as Danziger's successor to continue as the Company's independent registered public accountant for the fiscal year ending September 30, 2008. The reports of Danziger on the financial statements of the Company since the Company's inception on November 13, 2007 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Since the Company's inception on November 13, 2007, there were no disagreements between the Company and Danziger on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Danziger, would have caused Danziger to make reference to the subject matter of the disagreements in connection with its audit reports on the Company's financial statements. Since the Company's inception on November 13, 2007, Danziger did not advise the Company of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K. (b) During the period preceding the engagement of MSCM, the Company had no consultations with MSCM regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K. The Company has provided Danziger with a copy of the above disclosures as required by Item 304(a) of Regulation S-K in conjunction with the filing of this Form 8-K. The Company has requested that Danziger deliver to it a letter addressed to the Securities and Exchange Commission stating whether Danziger agrees with the disclosures made by the Company in response to Item 304(a) of Regulation S-K, and if not, stating the respects in which it does not agree. Danziger's letter is filed as Exhibit 16 hereto and incorporated herein by reference. ================================================================================ Item 9.01. Financial Statements and Other Exhibits. (d) Exhibits. Exhibit No. Description 16 Letter of Concurrence From Danziger Hochman Partners LLP Regarding Change in Certifying Accountant SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. STALAR 3, INC. Date: September 29, 2008 By: /s/ Steven R. Fox ---------------------------------- Chief Operating Officer and Chief Financial Officer (principal financial officer) ================================================================================ EXHIBIT INDEX Exhibit No. Description 16 Letter of Concurrence From Danziger Hochman Partners LLP Regarding Change in Certifying Accountant EX-16 2 ex16.txt Exhibit 16 September 29, 2008 Securities and Exchange Commission 100 F Street N.W. Washington, D.C. 20549 Ladies and Gentlemen: We have reviewed the disclosures made by Stalar 3 (the "Company") in its current report on Form 8-K which is to be filed with the Securities and Exchange Commission ("SEC"). Pursuant to Item 304(a) of Regulation S-K, we are required to furnish the Company with a letter addressed to the SEC stating whether or not we agree with the statements made by the Company in the Form 8-K regarding our replacement as the independent registered public accounting firm of the Company and, if not, stating the respects in which we do not agree. We agree with the statements made by the Company with respect to us in Item 4.01 of the Form 8-K regarding our replacement as the independent registered public accounting firm of the Company. Very truly yours, S/Danziger Hochman Partners LLP Chartered Accountants -----END PRIVACY-ENHANCED MESSAGE-----