U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 11, 2006
REVELSTOKE INDUSTRIES, INC.
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(Exact name of small business issuer as specified in its charter)
NEVADA
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(State or other Jurisdiction as Specified in Charter
0-32593 98-0441019
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(Commission file number) (I.R.S. Employer Identification No.)
14977 21st Avenue
Surrey, British Columbia, Canada, V4A 8G3
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(Address of Principal Executive Offices)
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:
[ ] 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.
On August 6, 2006, the Board of Directors of Revelstoke Industries, Inc. a
Nevada corporation (the "Company"), approved termination of the services of
MacKay LLP ("MacKay") as principal independent accountant for the Company.
Termination of the services of MacKay was a result of communication between the
Company and MacKay regarding a mutual decision that it would be in the best
interests of the Company to effect a change in auditors in order to address the
needs of a small business development company. During the Company's two most
recent fiscal years and any subsequent interim period preceding the resignation
of MacKay, there were no disagreements with MacKay which were not resolved on
any matter concerning accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of MacKay, would have caused MacKay to make reference to the
subject matter of the disagreements in connection with its reports. The report
of MacKay for fiscal years ended May 31, 2005 and 2004 indicated the following:
"The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company is in the development stage, and has
no permanently established source of revenue and is dependent on its ability to
raise capital from shareholders or other sources to sustain operations. These
factors, along with other matters as set forth in Note 1, raise substantial
doubt that the Company will be able to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty."
Except as described in the immediately preceding paragraph, the report of
MacKay did not contain an adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles.
On August 11, 2006, the Board of Directors of the Company approved and
authorized the engagement of the services of Dale Matheson Car-Hilton LaBonte,
Chartered Accountants ("DMCL"). DMCL's address is 1500-1140 West Pender Street,
Vancouver, British Columbia, Canada V6E 4G1.
The Company did not previously contact DMCL prior to its engagement
regarding application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be rendered on
the Company's financial statements, and nether written nor oral advice was
sought by the Company from DMCL prior to its engagement regarding an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
16 Letter on Change in Certifying Accountant from MacKay LLP dated
August 14, 2006.
SIGNATURES
In accordance with 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.
REVELSTOKE INDUSTRIES, INC.
Date: August 15, 2006 By: /s/ MARCUS JOHNSON
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Marcus Johnson, President and
Chief Executive Officer