SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 7, 2009
3DIcon
Corporation
(Exact
name of registrant as specified in charter)
|
Oklahoma
(State
or other jurisdiction of
incorporation)
|
333-
(Commission
File
Number)
|
73-1479206
(IRS
Employer
Identification
No.)
|
|
6804 South Canton Avenue
Tulsa, OK
(Address
of principal executive offices)
|
74136
(Zip
Code)
|
Registrant’s
telephone number, including area code: (918) 494-0505
Gregory
Sichenzia, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
4.01 Changes in Registrant’s Certifying Accountant.
On
January 7, 2009, Tullius Taylor Sartain & Sartain LLP, the prior independent
registered public accounting firm of 3DIcon Corporation (the “Company”), and
Hogan & Slovacek, P.C. merged their operations to become HoganTaylor LLP
(“Hogan Taylor”). The respective employees, partners and shareholders
of the merged firms have become employees and partners of HoganTaylor which will
continue the practices of each of the merged firms. Consequently,
HoganTaylor has assumed the role of the independent registered public accounting
firm of the Company, subject to the approval or ratification of the Company’s
audit committee.
As this
is a combination of the two existing accounting firms and their respective
practices, there was no resignation of the predecessor firm. Also, as
this is a newly created firm, there have been no pre-engagement consultations or
contacts with HoganTaylor.
The
reports of Tullius Taylor Sartain & Sartain LLP regarding the Company’s
financial statements for the fiscal years ended December 31, 2007 and 2006 did
not contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles, except that
their opinion on the Company’s financial statements for both fiscal years
contained a paragraph emphasizing uncertainty regarding the Company’s ability to
continue as a “going concern”. During the years ended December 31,
2007 and 2006, and during the period from December 31, 2007 through January 7,
2009, there were no disagreements with Tullius Taylor Sartain & Sartain LLP
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which disagreements, if not resolved
to the satisfaction of Tullius Taylor Sartain & Sartain LLP would have
caused it to make reference to such disagreement in its report.
The
Company provided HoganTaylor as the successor to Tullius Taylor Sartain &
Sartain LLP with a copy of this Current Report on Form 8-K prior to its filing
with the Securities and Exchange Commission and requested that HoganTaylor, as
such successor, furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with above statements and, if
it does not agree, the respects in which it does not agree. A copy of
the letter, dated January 13, 2009, is filed as Exhibit 16.1 (which is
incorporated by reference herein) to this Current Report on Form
8-K.
Item
9.01
Exhibits
Item
9.01. Financial Statements and Exhibits
|
Exhibit No.
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Exhibit Name
|
|
16.1
|
Letter
re Change in Certifying
Accountant
|
1
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| 3DIcon Corporation | ||
|
Dated:
January 13, 2009
|
By:
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/s/ Martin Keating
|
|
Name:
|
Martin
Keating
|
|
|
Title:
|
Chief
Executive
Officer
|
|
2
Exhibit
16.1
January
13, 2009
Securities
and Exchange Commission
100 F.
Street, NE
Washington
DC 20549
Dear
Ladies and Gentlemen:
We are
the successor independent registered public accounting firm for 3DIcon
Corporation (the “Company”). We have read the Company’s disclosure
set forth in Item 4.01 “Changes in Registrants Certifying Accountants” of the
Company’s Current Report on Form 8-K dated January 7, 2009. (the “Current
Report”) and are in agreement with the disclosure in the Current Report, insofar
as it pertains to our predecessor firm, Tullius Taylor Sartain & Sartain
LLP.
Sincerely,
/s/
HoganTaylor LLP