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GLYE > SEC Filings for GLYE > Form 8-K/A on 24-Jul-2013All Recent SEC Filings

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Form 8-K/A for GLYECO, INC.


24-Jul-2013

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits


Item 4.01 Changes in Registrant's Certifying Accountant.

As previously reported by the Company in the Current Report on Form 8-K referenced above, on July 15, 2013, the Board of Directors of the Company (the "Board") appointed Semple, Marchal & Cooper, LLP to be the Company's independent registered public accountant for the fiscal year ending December 31, 2013. Concurrent with the appointment of Semple, Marchal & Cooper, LLP, on July 15, 2013, the Board dismissed Jorgensen & Co., which served as the Company's independent registered public accountant for the fiscal years ended December 31, 2012, and December 31, 2011.

Jorgensen & Co. furnished the Company with a letter, dated July 15, 2013, in which they agreed to the disclosures being made in the Current Report on Form 8-K filed by the Company with the Commission on July 16, 2013. A copy of this letter was filed as Exhibit 16.1 to the aforementioned Current Report on Form 8-K. The letter incorrectly stated that Jorgensen & Co. was advised on June 25, 2013, that they had been dismissed as the Company's auditor. The dismissal was discussed on June 25, 2013, but the Company officially dismissed Jorgensen & Co. on July 15, 2013, and advised them of the dismissal on the same day.

On July 23, 2013, the Company provided Jorgensen & Co. with a copy of the disclosures it is making in response to Item 4.01 on this Current Report on Form 8-K, and requested that Jorgensen & Co. furnish it with a letter addressed to the Commission stating whether it agrees with such disclosures. A copy of the letter, dated July 23, 2013, which contains the corrected date of dismissal, is filed as Exhibit 16.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

The reports provided by Jorgensen & Co. in connection with the Company's financial statements for the fiscal years ended December 31, 2012, and December 31, 2011, did not contain any adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles, except that they contained an explanatory paragraph in respect to the substantial doubt of the Company's ability to continue as a going concern.

During the two most recent fiscal years and through July 15, 2013, there was only one disagreement between the Company and Jorgensen & Co. The disagreement was in connection with the audit of the Company's financial statements for the fiscal year ended December 31, 2012, and concerned the fair market value of shares issued in non-monetary transactions. The view of Jorgensen & Co. was that market conditions for the cash sale of securities (at $0.50) weighed heavily in the valuation of the shares, notwithstanding contractual agreements (at $1.00) for the parties to the non-monetary exchanges. The Board did not directly discuss the subject matter of the disagreement with Jorgensen & Co., and the disagreement was ultimately resolved to the satisfaction of Jorgensen & Co. The Company has authorized Jorgensen & Co. to respond fully to any inquiries of Semple, Marchal & Cooper LLP concerning the subject matter of the disagreement.

Notwithstanding the disagreement disclosed above, there were no other disagreements between the Company and Jorgensen & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Jorgensen & Co., would have caused Jorgensen & Co. to make reference to the subject matter of the disagreements in connection with their reports on the Company's financial statements, and there were no other reportable events as that term is described in Item 304(a)(1)(v) of Regulation S-K.

As previously reported by the Company in the Current Report on Form 8-K filed by the Company with the Commission on July 16, 2013, on July 15, 2013, the Board appointed Semple, Marchal & Cooper, LLP to be the Company's independent registered public accountant for the fiscal year ending December 31, 2013. During the two most recent completed fiscal years and through July 15, 2013, neither the Company nor anyone on its behalf consulted with Semple, Marchal & Cooper, LLP regarding any of the following: (i) the application of accounting principles to a specific transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements, and none of the following was provided to the Company (a) a written report, or (b) oral advice that Semple, Marchal & Cooper, LLP concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue; or (iii) any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number:   Description of Exhibit:

16.1        Letter from Jorgensen & Co. dated July 23, 2013


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