form8-k.htm
UNITED
STATES
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): November 4, 2008
XELR8
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50875
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84-1575085
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(State
of incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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480
South Holly Street
Denver,
CO 80246
(Address
of principal executive offices, including zip code)
(303) 316-8577
(Registrant’s
telephone number, including area code)
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 (17CFR
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
November 1, 2008, Gordon, Hughes & Banks, LLP (“GH&B”) resigned as the
Company’s independent registered public accounting firm. GH&B recently
entered into an agreement with Eide Bailly LLP (“Eide Bailly”), pursuant to
which Eide Bailly acquired the operations of GH&B and certain of the
professional staff and shareholders of GH&B joined Eide Bailly either as
employees or partners of Eide Bailly and will continue to practice as members of
Eide Bailly. Concurrent with the resignation of GH&B, the Company, through
and with the approval of its Audit Committee, engaged Eide Bailly as its
independent registered public accounting firm.
The
report of GH&B on the Company’s financial statements for the fiscal year
ended December 31, 2007 did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting principles.
In connection with the audit for the
past two fiscal years and through November 1, 2008, there were no disagreements
with GH&B 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 GH&B, would have caused GH&B to make
reference to the subject matter of the disagreements in connection with its
audit reports on the Company’s financial statements.
Item
9.01 Financial
Statements and Exhibits
99.1 Letter
from Gordon, Hughes & Banks, LLP to the Securities and Exchange Commission,
dated November 3, 2008.
SIGNATURE
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.
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Dated: November
4, 2008
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XELR8
HOLDINGS, INC.
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By: /s/ John D.
Pougnet
John
D. Pougnet
Chief
Executive Officer & Chief Financial
Officer
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