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| MEDG.OB > SEC Filings for MEDG.OB > Form 8-K on 10-Oct-2008 | All Recent SEC Filings |
10-Oct-2008
Unregistered Sale of Equity Securities, Changes in Registrant's C
1. Medianet Group Technologies, Inc completed a placement of 2 million shares of common stock to a group of new and existing institutional and accredited investors for approximately $320,000 in gross proceeds.
(a) The total offering price was sixteen (16) cents per share. Commissions and expenses of $ 17,412 were paid to Noble International Investments, Inc., who acted as selling agent for the Company. Additionally, warrants for 2,000,000 common shares were issued to investors at $0.50 per share for a period of two years, expiring on October 10, 2010.
(b) The Company relied upon the exemption provided by Section (4) (2) of the Securities Act of 1933. The shares were acquired by 11 investors, each of whom acquired such shares for investment. A restrictive legend was placed on the certificates issued.
1. Dismissal of Previously engaged public accounting firm
(a) On October 10, 2008 Child, Van Wagoner & Bradshaw, Pllc. ("Child") was dismissed as the Company's independent auditor and independent registered public accounting firm effective immediately.
(b) On October 10, 2008, the Company's Board of Directors approved the engagement of Lake & Associates CPA LLC ("Lake"), as the Company's independent auditor and independent registered public accounting firm. Until the appointment by the Company's Board of Directors, there was no prior relationship between the Company and Lake.
(c) The report issued by Child in connection with the audit of Medianet Group Technologies, Inc., for the years ended December 31, 2007 and December 31, 2006 did not contain an adverse opinion or a disclaimer of opinion, nor was either such report qualified or modified as to uncertainty, audit scope, or accounting principle, except that Child's Report included an explanatory statement wherein Child expressed substantial doubt about the Company's ability to continue as a going concern. There have been no disagreements with Child on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the Company, would have caused the Company to make a reference to the subject matter of such disagreement in connection with its audited report or interim financial statements for the periods ended June 30, 2008
2. The Company provided Child with a copy of the foregoing disclosure. A copy of Child's letter to the Securities and Exchange Commission, dated October 10, 2008 regarding its agreement with the foregoing statements is attached to this report as Exhibit 16.1.
16.1 Letters from Child, Van Wagoner, & Bradshaw, Pllc dated 10/10/08
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