Item 4.01. Changes in Registrant's Certifying Accountant.
Effective as of January 15, 2009, the Audit Committee of the Board of Directors
of Global Traffic Network, Inc. (the "Company") engaged BDO Kendalls Audit &
Assurance (NSW-VIC) Pty Ltd ("BDO Kendalls A&A") as the independent registered
public accounting firm to audit the Company's financial statements for the
fiscal year ended June 30, 2009. The Audit Committee approved the appointment of
BDO Kendalls A&A to replace BDO Kendalls NSW ("BDO Kendalls"), the Company's
previous independent registered public accounting firm, who resigned concurrent
with the appointment of BDO Kendalls A&A effective January 15, 2009.
Each of BDO Kendalls and BDO Kendalls A&A are Member Firms of BDO International.
The engagement of BDO Kendalls A&A and the concurrent resignation of BDO
Kendalls as the Company's independent registered public accounting firm resulted
from the reorganization of BDO Kendalls pursuant to which the audit services
previously provided by BDO Kendalls will now be performed by BDO Kendalls A&A.
The Company expects that substantially the same audit team which previously
performed audit services for the Company on behalf of BDO Kendalls will perform
audit services for the Company on behalf of BDO Kendalls A&A.
The reports of BDO Kendalls on the Company's balance sheets as of June 30, 2008
and June 30, 2007 and the related statements of operations, stockholders' equity
and cash flows for each of the years in the three year periods ended June 30,
2008 and June 30, 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 principle.
During the fiscal years ended June 30, 2008 and June 30, 2007 and the interim
period from July 1, 2008 through January 15, 2009, there were no disagreements
with BDO Kendalls on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of BDO Kendalls, would have caused it to make reference to the
subject matter of the disagreement in connection with their reports on the
Company's balance sheets as of June 30, 2008 and June 30, 2007 and the related
statements of operations, stockholders' equity and cash flows for each of the
years in the three year periods ended June 30, 2008 and June 30, 2007.
During the fiscal years ended June 30, 2008 and June 30, 2007 and the interim
period from July 1, 2008 through January 15, 2009, there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company furnished a copy of the above disclosures to BDO Kendalls and
requested that BDO Kendalls furnish it with a letter addressed to the SEC
stating whether or not it agreed with the above statements. A copy of such
letter, dated January 20, 2009, is filed as Exhibit 16.1 to this Current Report
on Form 8-K.
Prior to the engagement of BDO Kendalls A&A, neither the Company nor anyone on
behalf of the Company consulted with BDO Kendalls A&A during the fiscal years
ended June 30, 2008 and June 30, 2007 and the interim period from July 1, 2008
through January 15, 2009, in any manner regarding either: (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 financial statements, and no written report was
provided to the Company nor was oral advice provided that BDO Kendalls A&A
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing, or financial reporting issue, or (b) a
disagreement or a reportable event, as defined in Item 304(a)(1)(iv) and (v),
respectively, of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
16.1 Letter from BDO Kendalls NSW dated January 20, 2009 re: Change in
Certifying Accountant.