SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 26, 2007
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
4101 International Parkway
(Address of principal executive offices)
Registrants telephone number, including area code: (972) 309-4000
Former name or former address, if changed since last report
Darrin M. Ocasio, 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:
[ ] 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 Registrants Certifying Accountant.
(a) Previous independent accountants
(i) On April 25, 2007, TWL Corporation (the "Company") dismissed Chisholm, Bierwolf & Nilson, LLC (CBN) as its independent accountants. The Company's Board of Directors approved the decision to change the independent accountants.
(ii) Except for a Going Concern disclaimer issued by the Companys accountants in connection with the audit of the Companys financial statements for each of the two prior fiscal years ended June 30, 2006 and 2005, respectively, the reports of CBN on the financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
(iii) In connection with its audits for the two most recent fiscal years and up to the date of this Current Report, there have been no disagreements with CBN 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 CBN would have caused them to make reference thereto in their report on the financial statements for such years.
(iv) During the two most recent fiscal years the former accountant did not advise the Company with respect to items listed in Regulation S-B Item 304(a)(1)(iv)(B)).
(v) The Company has requested that CBN 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 is filed with this Current Report on Form 8-K as exhibit #16.1.
(b) New independent accountants
The Company engaged KBA Group LLP (KBA) as its new independent accountants as of April 25, 2007. During the two most recent fiscal years and through the date of this Current Report, the Company has not consulted with KBA regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided that KBA concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-B and the related instructions to Item 304 of Regulation S-B.
Item 9.01 Financial Statements and Exhibits
Financial statements of businesses acquired.
Pro forma financial information.
Shell company transactions.
Copy of the letter furnished to the Company by Chisholm, Bierwolf & Nilson, LLC (Filed herewith).
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.
May 7, 2007
By: /s/ Patrick Quinn
Name: Patrick Quinn
Title: Chief Financial Officer