May 7, 2008

Form 8-K for PROVISION HOLDING, INC. “PVHO.OB”

By Publisher

Provision “PVHO.OB”  Click here to See in Yahoo.com 

Changes in Registrant’s Certifying Accountant
Item 4.01. Changes in Registrant’s Certifying Accountant. On April 30, 2008, Provision Holding, Inc. dismissed Jasper + Hill, PC as its principal independent accountant. Effective April 30, 2008, we engaged Farber Hass Hurley LLP as our new principal independent accountant. Our board of directors has approved the dismissal of Jasper + Hill, PC and the appointment of Farber Hass Hurley LLP as our new principal independent accountants.

From the date of Jasper + Hill, PC’s appointment through the date of their dismissal on April 30, 2008, there were no disagreements between our company and Jasper + Hill, PC on any matter listed under Item 304 Section (a)(1)(iv) A to E of Regulation S-B, including accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Jasper + Hill, PC would have caused Jasper + Hill, PC to make reference to the matter in its reports on our financial statements.

Prior to engaging Farber Hass Hurley LLP, we did not consult Farber Hass Hurley LLP regarding either:

1. the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered our financial statements, and neither a written report was provided to our company nor oral advice was provided that Farber Hass Hurley LLP concluded was an important factor considered by our company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2. any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item 304 of Regulation S-B, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.

Prior to engaging Farber Hass Hurley LLP, Farber Hass Hurley LLP has not provided our company with either written or oral advice that was an important factor considered by our company in reaching a decision to change our company’s new principal independent accountant from Jasper + Hill, PC to Farber Hass Hurley LLP.

We provided Jasper + Hill, PC with a copy of this Current Report on Form 8-K on April 30, 2008, prior to its filing with the SEC, and requested that they furnish us with a letter addressed to the SEC stating whether they agree with the statements made in this Current Report on Form 8-K, and if not, stating the aspects with which they do not agree. A copy of the letter provided by Jasper + Hill, PC, dated April 30, 2008, is attached to this Form 8-K as an exhibit.

ITEM 9.01           Financial Statements and Exhibits

Exhibit Number                       Description
16.1             Letter from Jasper + Hill, PC, dated April 30, 2008.

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