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SECURITIES
AND EXCHANGE COMMISSION
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OMB
APPROVAL
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Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported)
February
12, 2007
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OMB
Number: 3235-0060
Expires:
April 30, 2009
Estimated
average burden
hours
per response…...…5.0
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TRULITE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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0-51696
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20-1372858
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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5
HOUSTON CENTER
1401
McKINNEY STREET, SUITE 900
HOUSTON,
TX 77010-4035
(Address
of principal executive offices including Zip Code)
(713)
888-0660
(Registrant’s
telephone number, including area code)
None
(Former
Name or Former Address, if Changed Since Last Report)
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:
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
4.01 Changes in Registrant’s Certifying Accountant.
On
February 12, 2007, UHY Mann Frankfort Stein & Lipp CPAs, LLP (“UHY”),
notified Trulite, Inc. (the “Company”) that it has ceased to provide audit
services to the Company, and accordingly, resigned as the independent registered
public accountants of the Company on that date.
None
of
the reports of UHY on the Company’s financial statements for the past two years
or subsequent interim period contained an adverse opinion or disclaimer of
opinion, or was qualified as to audit scope, or accounting principles, except
that the report of UHY dated September 9, 2005 for the period from inception
(July 15, 2004) through December 31, 2004 and the report of UHY dated
May 16,2006 with respect to the Company’s financial statements as of and
for the year ended December 31, 2005 and for the period from inception
(July 15, 2004) through December 31, 2004 was modified as to uncertainty
regarding the Company’s ability to continue as a going concern.
During
the last two fiscal years of the Company and any subsequent interim period,
there were no disagreements between the Company and UHY 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
UHY, would have caused it to make reference to the subject matter of the
disagreements in connection with its report.
The
Company has provided UHY with a copy of the above disclosures in response to
Item 304(a) of Regulation S-K in conjunction with the filing of this Form 8-K.
The Company requested that UHY deliver to the Company a letter addressed to
the
Securities and Exchange Commission stating whether it agrees with the statements
made by the Company in response to Item 304(a) of Regulation S-K, and if not,
stating the respects in which it does not agree. A copy of the letter of UHY
is
filed as Exhibit 16.1 to this Form 8-K/A Current Report.
Item
9.01 Financial Statements and Exhibits.
16.1 |
Letter,
dated February 23, 2007, from UHY Mann Frankfort Stein & Lipp CPAs,
LLP to
the Securities and Exchange
Commission
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99.1 |
Response
of Trulite, Inc. to SEC comment letter
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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TRULITE,
INC.
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Dated:
February 28, 2007
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By: |
/s/ Jonathan
Godshall |
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Name:
Jonathan Godshall |
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Title:
President
and Chief Executive Officer |