UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
Date
of Report (Date of earliest event reported)
|
October
8, 2007
|
Design
Source, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-52089
|
36-4528166
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
100
Europa Drive, Suite 455
Chapel
Hill, North Carolina 27517
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(919)
933-2720
(Registrant’s
telephone number, including area code)
(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 (see
General
Instruction A.2. below):
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
□ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
4 - Matters Related to Accountants and Financial
Statements
Item
4.01 Changes
in Registrant’s Certifying Accountant
On
October 8, 2007, we notified Williams & Webster, P.S. that we were
dismissing them as our principal independent accountant on that date. The
dismissal of Williams & Webster, P.S. was approved by our board of
directors.
Williams
& Webster, P.S. had been our principal independent accountant for the fiscal
year ended March 31, 2007. The report of Williams & Webster, P.S. on our
financial statements for the period ended March 31, 2007 contained no
adverse opinion or disclaimer of opinion, nor was it qualified or modified
as to
uncertainty, audit scope or accounting principle except that such report was
modified to include an explanatory paragraph with respect to our ability, in
light of our lack of revenues and history of losses, to continue as a going
concern.
In
connection with the audit for the year ended March 31, 2007 and during the
subsequent interim period through October 8, 2007, there were no disagreements
between us and Williams & Webster, P.S. on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or
procedures, which disagreements, if not resolved to their satisfaction, would
have caused Williams & Webster, P.S. to make reference to the subject matter
of the disagreement in connection with their reports.
In
connection with the audit of the period ended March 31, 2007 and during the
subsequent interim period through October 8, 2007, Williams & Webster, P.S.
did not advise us that:
|
·
|
internal
controls necessary for us to develop reliable financial statements
did not
exist;
|
|
·
|
information
had come to their attention that led them to no longer be able
to rely on
our management’s representations or made them unwilling to be associated
with the financial statements prepared by our
management;
|
|
·
|
there
was a need to expand significantly the scope of their
audit;
|
|
·
|
information
had come to their attention that they had concluded materially
impacted
the fairness or reliability of either (i) a previously issued audit
report
or the underlying financial statements, or (ii) the financial statements
issued or to be issued covering the fiscal periods subsequent to
the date
of the most recent financial statements covered by an audit
report.
|
We
provided Williams & Webster, P.S. with a copy of this Current Report on Form
8-K before it was filed and requested that they furnish us a letter, addressed
to the Securities and Exchange Commission, stating whether they agree with
the
information disclosed in the Current Report. A copy of the letter we received
from Williams & Webster, P.S. accompanies this Current Report on Form 8-K as
Exhibit 16.
On
October 10, 2007, we engaged Sherb & Co., LLP, as our principal independent
accountant for the fiscal year ending March 31, 2008. The appointment of Sherb
& Co., LLP was approved by our board of directors.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND
EXHIBITS
|
Exhibits
filed as part of this Current Report are as follows:
|
Exhibit
16.1
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Letter
from Williams & Webster, P.S. regarding changes in Registrant’s
certifying accountant.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Design Source, Inc. | ||
| |
|
|
| Date: October 19, 2007: | By: | /s/ Peter A. Reichard |
|
Name: Peter A. Reichard |
||
| Title: President | ||
Gottbetter
& Partners, LLP
488
Madison Avenue, 12th
Floor
New
York,
NY 10022
October
19, 2007
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
DC 20549
Attention:
Mr. Robert Burnett, Staff Accountant
Mail
Stop
3561
|
Re;
|
Design
Source, Inc.
|
|
Item
401(a) Form 8-K
|
|
Filed
October 10, 2007
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|
File
No. 0-52089
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Dear
Mr.
Burnett:
On
behalf
of our client, Design Source, Inc. (the “Company”), a Nevada corporation, and
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), we hereby submit via EDGAR transmission, an Amendment (the “Amendment”)
to the Current Report on Form 8-Kof the Company filed on October 10, 2007 (the
“Current Report”), including an exhibit thereto.
By
letter
dated October 12, 2007 (the “Comment Letter”) from Mr. Robert Burnett, Staff
Accountant, the Company was informed of the comments of the staff with respect
to the Current Report. Set forth below is a brief description of the responses
to the Comment Letter. Numbered references are to the numbered paragraphs of
the
Comment Letter.
1.
Complied with. The disclosure has been revised to state there were no
disagreements or reportable events through October 8, 2007.
2.
Complied with. The first paragraph has been revised to state that the Company
dismissed Williams & Webster.
3.
Complied with. The disclosure has been revised to state that the Company engaged
Sherb & Co. for the fiscal year ending March 31, 2008.
Please
note that we forwarded a copy of the Amendment to the former accountants for
their review prior to filing the Amendment. A letter from the former accountant
is being filed as Exhibit 16 to the Amendment.
The
Company acknowledges that:
|
·
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The
Company is responsible for the adequacy and accuracy of the disclosure
in
the filing;
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·
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Staff
comments or changes to disclosure in response to staff comments
do not
foreclose the Commission from taking any action with respect to
the
filing; and
|
|
·
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The
Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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We
trust
that the changes in the accompanying Amendment and the explanations contained
in
this letter will be considered by the staff to be satisfactory responses to
the
comments contained in the Comment Letter. If the staff has any questions or
comments with respect to the changes made to the Current Report by the
Amendment, please contact me at 212-400-6900.
Very
truly yours,
/s/
Kenneth S. Goodwin
Kenneth
S. Goodwin