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SAEX > SEC Filings for SAEX > Form 8-K/A on 8-Jul-2013All Recent SEC Filings

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Form 8-K/A for SAEXPLORATION HOLDINGS, INC.


8-Jul-2013

Changes in Registrant's Certifying Accountant, Financial Statement


Item 4.01. Changes in Registrant's Certifying Accountant.

Marcum, LLP ("Marcum") served as the Registrant's independent registered public accounting firm from February 2, 2011 (inception) through the Closing. In connection with the Closing, Marcum was dismissed and Grant Thornton LLP ("Grant Thornton"), SAE's independent registered public accounting firm, became the Registrant's independent registered public accounting firm. The decision to change independent registered accounting firms was made by the audit committee of the Registrant's board of directors effective as of June 24, 2013, because the historical financial statements of SAE became the historical financial statements of the Registrant after the Closing.

Marcum's reports on the Registrant's financial statements for the year ended December 31, 2012 and the period from February 2, 2011 (inception) through December 31, 2011, did contain an explanatory paragraph relating to substantial doubt about the ability of the Registrant and its subsidiary to continue as a going concern; as described in Note 1 to the Registrant's consolidated financial statements included in its Annual Report on Form 10-K filed on March 4, 2013 and April 12, 2012. That disclosed, Marcum's reports on the Registrant's financial statements for the year ended December 31, 2012 and the period from February 2, 2011 (inception) through December 31, 2011 did not contain an adverse opinion or disclaimer of opinion, nor were such reports otherwise qualified or modified as to audit scope or accounting principles. During the period from February 2, 2011 (inception) through December 31, 2012 and the subsequent interim period preceding Marcum's dismissal (from January 1, 2013 to June 24, 2013), there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of Marcum, would have caused it to make a reference to the subject matter of the disagreement(s) in connection with its reports covering such periods. In addition, no "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K, occurred within the period from February 2, 2011 (inception) through December 31, 2012 and the subsequent interim period preceding Marcum's dismissal (from January 1, 2013 to June 24, 2013).

During the period from February 2, 2011 (the Registrant's inception) through December 31, 2012 and the subsequent interim period preceding the engagement of Grant Thornton (from January 1, 2013 to June 24, 2013), the Registrant did not consult Grant Thornton regarding either: (i) 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 Registrant's financial statements, and either a written report was provided to the Registrant or oral advice was provided that Grant Thornton concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or a "reportable event" (as described in paragraph 304(a)(1)(v) of Regulation S-K).

The Registrant provided Marcum with a copy of the disclosures made pursuant to this Item 4.01 prior to the filing of this Form 8-K. The Company requested that Marcum furnish a letter addressed to the Commission, which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree.



Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No. Description
16.1 Letter dated July 8, 2013, from Marcum, LLP to the Registrant.

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