SEC Filing Summary: Jolley Marketing, Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Jolley Marketing, Inc. on December 21, 2009, covering events occurring on December 18, 2009. The registrant is incorporated in Nevada and maintains its principal executive offices in Springville, Utah. The filing primarily addresses a change in the company's independent registered public accounting firm and a change in its transfer agent.
Key Financial Metrics
The filing does not provide specific numerical values for current revenue, profit, cash flow, margins, debt, or liquidity. However, it references historical financial conditions noted in the prior auditor's report for the fiscal years ended December 31, 2008, and 2007. The prior report included an explanatory paragraph indicating substantial doubt about the company's ability to continue as a going concern due to net losses, negative cash flows from operating activities, and the discontinuance of operations.
Material Changes
- Change in Certifying Accountant: On December 18, 2009, Michael J. Larsen (MJL) notified the company that he would no longer serve as the independent registered public accounting firm due to new employment and declined re-election. The Board of Directors approved the change.
- New Auditor Engagement: On December 18, 2009, the company retained Child, Van Wagoner & Bradshaw, PLLC (CVW&B) as its new independent registered public accounting firm to audit financial statements for the year ending December 31, 2009.
- Transfer Agent Change: On November 11, 2009, the company changed its transfer agent from Stalt, Inc. to Island Stock Transfer.
Guidance, Risks, and Contingencies
The filing confirms that there were no disagreements between the company and the former accountant (MJL) regarding accounting principles, financial statement disclosures, or auditing scope during the fiscal years 2007 and 2008 or the subsequent interim period. Additionally, no "reportable events" occurred during these periods. The company has not consulted with the new auditor (CVW&B) regarding accounting principles or potential audit opinions prior to engagement. The primary risk highlighted is the historical "substantial doubt" regarding the company's ability to continue as a going concern, stemming from prior net losses and discontinued operations.
Investor Verification Checklist
- Verify the status of the company's operations following the reported discontinuance of operations in 2008.
- Confirm the reasons for the departure of the former auditor, Michael J. Larsen, beyond the stated new employment.
- Review the audit report from the new firm, Child, Van Wagoner & Bradshaw, PLLC, for the fiscal year ending December 31, 2009, to assess if the "going concern" qualification persists.
- Examine the letter from Michael J. Larsen (Exhibit 16.1) to ensure he agrees with the company's statements regarding the change in accountant.