ITEM 4.01 CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
(a) On October 6, 2006 Staley Okada & Partners (Staley) resigned as OpenLimit, Inc.s (Company) independent registered public accounting firm.
The reports of Staley on the consolidated financial statements of the Company as of and for the years ended December 31, 2005 and 2004 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the years ended December 31, 2005 and 2004, and through October 6, 2006, there were no disagreements with Staley 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 Staley, would have caused Staley to make reference to the subject matter of the disagreement in its reports on the Companys consolidated financial statements for such periods.
The Company has requested that Staley furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated October 10, 2006 is filed herewith as Exhibit 16.
(b) On October 6, 2006, upon the authorization and approval of the board of directors, the Company engaged Pritchett, Siler & Hardy (Pritchett) as its independent registered public accounting firm.
No consultations occurred between the Company and Pritchett during the years ended December 31, 2005 and 2004 and through October 6, 2006 regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, the type of audit opinion that might be rendered on the Companys financial statements, or other information provided that was an important factor considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue, or (ii) any matter that was the subject of disagreement or a reportable event requiring disclosure under Item 304(a)(1)(iv) of Regulation S-B.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITSThe following exhibit is included as part of this report:
EXHIBIT PAGE
NO. NO. DESCRIPTION
16 4 Letter from Staley to the Securities and Exchange Commission
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
OPENLiMiT, Inc.
Date: October 10, 2006
By: /s/ Marc Gurov
Name: Marc Gurov
Title: Chief Financial Officer and Principal Accounting Officer
EXHIBIT 16
Staley Okada & Partners Suite 400-889 West Pender Street
CHARTERED ACCOUNTANTS Vancouver, BC Canada V6C3B2
Tel 604 694-6070
Fax 604 585-8377
info@staleyokada.com
www.staleyokada.com
October 10, 2006
Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C.
20549 USA
Ladies and Gentlemen
RE: Openlimit, Inc.
We have read Item 4.01 of Form 8-K dated October 10, 2006 of OpenLimit, Inc. and are in agreement with the statements contained in the Item 4.01(a). We have no basis to agree or disagree with other statements contained in Item 4.01(b).
Yours truly,
/s/ Staley Okada & Partners
Chartered Accountants
AK/sk


