UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Date
of report (Date of earliest event reported) September 24, 2010
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Bacterin
International Holdings, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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333-158426
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20-5313323
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(Commission
File Number)
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(IRS
Employer Identification No.)
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600
Cruiser Lane
Belgrade,
Montana
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59714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(406)
388-0480
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
EXPLANATORY
NOTE
This Amendment No. 1 to the Current
Report on Form 8-K of Bacterin International Holdings, Inc. (the “Company”)
amends the Company’s Current Report on Form 8-K dated September 24, 2010,
originally filed with the Securities and Exchange Commission on September 24,
2010 (the “Original Filing”). The Company is filing this Amendment
No. 1 to revise the Original Filing to provide disclosure that the report of
W.T. Uniack & Co., CPA’s P.C. (“Uniack”) on the Company’s financial
statements for the year ended December 31, 2008 contained an explanatory
paragraph regarding the Company’s ability to continue as a going
concern. Therefore the Company is also including as Exhibit 16.1(a)
an updated letter from Uniack in response to this updated
disclosure. The Company has not updated the disclosures contained in
the Original Filing to reflect any events that occurred at a date subsequent to
the filing of the Original Filing.
Item
4.01. Changes
in Registrant’s Certifying Accountant.
(a) Previous
Certifying Accountant
(i) On
September 24, 2010, the audit committee of the Board of Directors of Bacterin
International Holdings, Inc., formerly known as K-Kitz, Inc. (the “Company”),
dismissed W.T. Uniack & Co., CPA’s P.C. (“Uniack”) as the Company’s
independent certifying accountant. Until the date of its
dismissal, Uniack had served as the independent certifying accountant of the
Company prior to the consummation of the reverse merger transaction (the
“Reverse Merger”), in which the Company caused Bacterin International, Inc., a
Nevada corporation (“Bacterin”), to be merged with and into a newly created,
wholly owned subsidiary of the Company on June 30,
2010.
(ii) Uniack’s
report on the Company’s financial statements for the fiscal year ended December
31, 2008 contained a modified opinion on the uncertainty of the Company to
continue as a going concern because of the Company’s reliance on loans and
advances from related parties to meet its liquidity needs, but did not contain
an adverse opinion or a disclaimer of opinion and was not qualified or modified
as to audit scope or accounting principles. Uniack’s report on the
Company’s financial statements for the fiscal year ended December 31, 2009 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.
(iii) The
audit committee of the Company’s Board of Directors approved the decision to
change the Company’s independent certifying accountant.
(iv) During
the last two fiscal years ended December 31, 2009 and 2008, and further through
the date of dismissal of Uniack, there have been no disagreements with Uniack 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 Uniack, would have caused Uniack to make reference to the
subject matter of the disagreement(s) in connection with its reports as required
by Item 304(a)(1)(iv) of Regulation S-K.
(v) During
the last two fiscal years ended December 31, 2009 and 2008, and further through
the date of dismissal of Uniack, Uniack did not advise the Company on any matter
set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K.
(vi) The
Company requested that Uniack furnish it with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of such
letter is filed as Exhibit 16.1(a) to this Form 8-K.
On
September 24, 2010, the audit committee of the Board of Directors of the Company
engaged Child, Van Wagoner & Bradshaw, PLLC (“CVB”) as its new independent
registered public accounting firm to audit the Company’s financial statements
for the fiscal year ending December 31, 2010. CVB had previously
served as the independent certifying accountant of Bacterin prior to the
consummation of the Reverse Merger. Bacterin continues as the
Company’s operating subsidiary.
During
the two most recent fiscal years and the interim periods preceding the
engagement, the Company did not consult with CVB regarding (i) the application
of accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements, and no written report or oral advice was provided to the
Company by CVB concluding there was an important factor to be considered by the
Company in reaching a decision as to an 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-K
or a reportable event, as that term is described in Item 304 (a)(1)(v) of
Regulation S-K.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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16.1(a)
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Letter
from W.T. Uniack & Co., CPA’s P.C., dated October 1,
2010
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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 hereunto
duly authorized.
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Dated: October
4, 2010
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BACTERIN
INTERNATIONAL HOLDINGS, INC.
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By: /s/
John
Gandolfo
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Name:
John Gandolfo
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Title: Chief
Financial Officer
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EXHIBIT
INDEX
16.1(a) Letter
from W.T. Uniack & Co., CPA’s P.C., dated October 1,
2010
Exhibit
16.1(a)
W.T.
UNIACK & CO. CPA’S, P.C.
CERTIFIED
PUBLIC ACCOUNTANTS
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1003
Weatherstone Pkwy., Ste. 320
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12600
Deerfield Pkwy., Ste. 100
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Woodstock,
GA 30188
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Alpharetta,
GA 30004
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Phone:
770-592-3233
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Phone:
678-566-3774
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October
1, 2010
By
Regular Mail
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549-7561
Re: Bacterin
International Holdings, Inc.
Dear
Sirs:
We were
previously the principal accountants for Bacterin International Holdings, Inc.,
formerly known as K-Kitz, Inc. (Commission File Number 333-158426) (the
“Company”), and we issued our report dated March 17, 2010 on the financial
statements of the Company as of December 31, 2009 and 2008, and for the two
years then ended.
We have
read the Company's statements under Item 4.01 of its Amendment No. 1 to Current
Report on Form 8-K/A, dated September 24, 2010, and we concur with the
information shown therein.
We
confirm we had no disagreements with the Company on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure during the last two fiscal years ended December 31, 2009 and 2008,
which disagreements, if not resolved to our satisfaction, would have caused us
to make a reference to the subject matter of the disagreements in connection
with our reports.
Yours
truly,
/s/
W.T. Uniack & Co., CPA’s P.C.
W.T.
Uniack & Co., CPA’s P.C.
Cc: C.
Ben Huber, Greenberg Traurig