Business Context and Reporting Period
This Form 8-K is filed by Global System Designs, Inc. (not TON Strategy Co) on July 15, 2013. The registrant is incorporated in Nevada with principal executive offices in Port Charlotte, Florida. The report discloses a change in the company's certifying accountant.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the current period. However, it references the financial statements for the year ended November 30, 2012, which were audited by the former accountant.
Material Changes
- Dismissal of Auditor: On July 15, 2013, the company dismissed DKM Certified Public Accountants (DKM), which had audited the financial statements for the year ended November 30, 2012.
- Engagement of New Auditor: On the same date, the company engaged Messineo & Co, CPAs, LLC (M&Co) as its new independent public accountant.
- Auditor History: DKM was formed from a merger involving Peter Messineo, CPA, in December 2012. The agreement between DKM and the predecessor firm was terminated in April 2013. M&Co is identified as a continuation of the original audit firm (PM).
Outlook, Risks, and Management Commentary
- Going Concern Risk: The former auditor's report for the year ended November 30, 2012, included an explanatory paragraph stating there was substantial doubt about the Company's ability to continue as a going concern.
- No Disagreements: Management confirmed there were no disagreements with DKM regarding accounting principles, financial statement disclosures, or auditing scope/procedures during the audit period or the interim period through July 15, 2013.
- No Reportable Events: The company stated there were no reportable events under Regulation S-K Item 304(a)(1)(iv) during the relevant periods.
- Consultation: The company did not consult with the new auditor (M&Co) regarding accounting principles, audit opinions, or matters of disagreement prior to the engagement.
Investor Verification Checklist
- Verify the status of the "substantial doubt" regarding the company's ability to continue as a going concern noted in the November 30, 2012 audit.
- Review the letter from DKM Certified Public Accountants (Exhibit 16.1) to confirm their agreement with the company's statements regarding the dismissal.
- Confirm the operational continuity and independence of the new auditor, Messineo & Co, CPAs, LLC.
- Check for any subsequent filings that address the company's liquidity or capital needs given the prior going concern warning.