12230.1 Unless the same accountant reported on the most recent financial statements of both the registrant and the accounting acquirer, a reverse acquisition always results in a change in accountants. A Form 8-K filed in connection with a reverse acquisition should provide the disclosures required by S-K 304 under Item 4.01 of Form 8-K for the change in independent accountants, treating the accountant that no longer will be associated with the registrant's financial statements as the predecessor accountant.

12230.2 The disclosures required by S-K 304 with respect to any changes in the accounting acquirer's auditor which occurred within 24 months prior to, or in any period subsequent to, the date of the accounting acquirer's financial statements must be provided in the first filing containing the accounting acquirer's financial statements.

12230.3 In a reverse recapitalization with a shell company, any change in accountants during the two most recent fiscal years and interim period for the accounting acquirer must be reported in the Form 8-K, as it is required by Item 14 of Form 10. Any change must be reported even if a successor accountant reaudits all of the periods of the financial statements contained in the Form 8-K.