form_8ka.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________________
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report:
(Date of
earliest event reported)
May
13, 2009
____________________________
TRIST HOLDINGS,
INC.
(Exact
name of Registrant as specified in its charter)
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DELAWARE
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000-52315
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20-1915083
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(State
of Other Jurisdiction Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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7030 HAYVENHURST
AVE, VAN
NUYS, CALIFORNIA 91406
(Address
of principal executive offices, including zip code)
(949)
903-0468
(Registrant's
telephone number, including area code)
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 registrant under any of the following
provisions:
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Dismissal
of Kabani & Company, Inc.
On May
13, 2009, the Company dismissed Kabani & Company, Inc. (“Kabani”) as its
principal independent accountant. Kabani report on the Company’s
financial statements for the year ended December 31, 2008 did not contain an
adverse opinion or disclaimer of opinion except that the audit reports for the
fiscal years ended December 31, 2007 and 2008, contained an explanatory
paragraph expressing substantial doubt about our ability to continue as a going
concern. The Board of Directors approved the decision to dismiss Kabani as the
Company’s principal independent accountant. During the Company’s two most recent
fiscal years and through the date of Kabani dismissal, there were no
disagreements with Kabani on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of Kabani, would have caused it to make reference
to the subject matter of the disagreement(s) in connection with its
report.
As of the
date of this Current Report, the Company has provided Kabani with a copy of the
disclosures it is making in response to this Item 4.01. The Company has
requested that Kabani furnish, and Kabani has furnished, a letter addressed to
the SEC stating whether it agrees with the statements made by the Company in
response to this Item 4.01 of this Current Report and, if not, stating the
respects in which it does not agree (the “Kabani Letter”). A copy of
the Kabani Letter is filed as Exhibit 16.1 to this Current
Report.
Engagement
of Anton & Chia, LLP
On May
13, 2009 the Company retained Anton & Chia, LLP to serve
as the Company’s principal independent accountant. No consultations occurred
between the Registrant and Anton & Chia, LLP during the two most recent
fiscal years and through May 13, 2009 regarding either (i) the application of
accounting principles to a specific completed or contemplated transaction, the
type of audit opinion that might be rendered on the Registrant’s financial
statements, or other information provided that was an important factor
considered by the Registrant in reaching a decision as to an accounting,
auditing or financial reporting issue, or (ii) any matter that was the subject
of disagreement or a reportable event requiring disclosure under Item
304(a)(1)(iv) or (a)(1)(v) of Regulation S-K.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits.
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16.1
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Letter
from Kabani & Company, Inc. to the Securities and Exchange Commission,
dated as of May 26, 2009.
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SIGNATURES
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.
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TRIST
HOLDINGS, INC.
(Registrant)
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Dated:
May 26, 2009
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By:
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/s/ Eric
Stoppenhagen
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Eric
Stoppenhagen
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Interim
President
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