Registration of Securities (General Form) — Form 10
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-12G Registration of Securities (General Form) HTML 1.79M
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 85K
Liquidation or Succession
19: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, HTML 109K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 49K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 50K
Liquidation or Succession
5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, HTML 50K
Liquidation or Succession
6: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, HTML 44K
Liquidation or Succession
7: EX-2.6 Plan of Acquisition, Reorganization, Arrangement, HTML 211K
Liquidation or Succession
8: EX-2.7 Plan of Acquisition, Reorganization, Arrangement, HTML 215K
Liquidation or Succession
9: EX-2.8 Plan of Acquisition, Reorganization, Arrangement, HTML 282K
Liquidation or Succession
10: EX-2.8.1 Plan of Acquisition, Reorganization, Arrangement, HTML 37K
Liquidation or Succession
11: EX-2.8.2 Plan of Acquisition, Reorganization, Arrangement, HTML 39K
Liquidation or Succession
12: EX-2.8.3 Plan of Acquisition, Reorganization, Arrangement, HTML 29K
Liquidation or Succession
13: EX-2.8.4 Plan of Acquisition, Reorganization, Arrangement, HTML 45K
Liquidation or Succession
14: EX-2.8.5 Plan of Acquisition, Reorganization, Arrangement, HTML 54K
Liquidation or Succession
15: EX-2.8.5A Plan of Acquisition, Reorganization, Arrangement, HTML 21K
Liquidation or Succession
16: EX-2.8.6 Plan of Acquisition, Reorganization, Arrangement, HTML 24K
Liquidation or Succession
17: EX-2.8.7 Plan of Acquisition, Reorganization, Arrangement, HTML 180K
Liquidation or Succession
18: EX-2.9 Plan of Acquisition, Reorganization, Arrangement, HTML 112K
Liquidation or Succession
20: EX-3.1.1 Articles of Incorporation/Organization or By-Laws HTML 47K
21: EX-3.1.2 Articles of Incorporation/Organization or By-Laws HTML 44K
22: EX-3.1.3 Articles of Incorporation/Organization or By-Laws HTML 71K
23: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 112K
24: EX-4.1 Instrument Defining the Rights of Security Holders HTML 18K
33: EX-4.10 Instrument Defining the Rights of Security Holders HTML 41K
34: EX-4.10.1 Instrument Defining the Rights of Security Holders HTML 25K
35: EX-4.11 Instrument Defining the Rights of Security Holders HTML 40K
36: EX-4.11.1 Instrument Defining the Rights of Security Holders HTML 26K
37: EX-4.11.2 Instrument Defining the Rights of Security Holders HTML 28K
38: EX-4.11.3 Instrument Defining the Rights of Security Holders HTML 27K
39: EX-4.11.4 Instrument Defining the Rights of Security Holders HTML 27K
40: EX-4.12 Instrument Defining the Rights of Security Holders HTML 358K
41: EX-4.13 Instrument Defining the Rights of Security Holders HTML 166K
42: EX-4.14 Instrument Defining the Rights of Security Holders HTML 93K
43: EX-4.15 Instrument Defining the Rights of Security Holders HTML 48K
44: EX-4.16 Instrument Defining the Rights of Security Holders HTML 84K
25: EX-4.2 Instrument Defining the Rights of Security Holders HTML 18K
26: EX-4.3 Instrument Defining the Rights of Security Holders HTML 18K
27: EX-4.4 Instrument Defining the Rights of Security Holders HTML 225K
28: EX-4.5 Instrument Defining the Rights of Security Holders HTML 80K
29: EX-4.6 Instrument Defining the Rights of Security Holders HTML 125K
30: EX-4.7 Instrument Defining the Rights of Security Holders HTML 104K
31: EX-4.8 Instrument Defining the Rights of Security Holders HTML 165K
32: EX-4.9 Instrument Defining the Rights of Security Holders HTML 73K
45: EX-10.1 Material Contract HTML 86K
58: EX-10.10 Material Contract HTML 76K
59: EX-10.11 Material Contract HTML 30K
60: EX-10.12 Material Contract HTML 22K
61: EX-10.13 Material Contract HTML 37K
62: EX-10.14 Material Contract HTML 39K
46: EX-10.2 Material Contract HTML 83K
47: EX-10.3 Material Contract HTML 166K
48: EX-10.4 Material Contract HTML 49K
49: EX-10.5 Material Contract HTML 65K
50: EX-10.5.1 Material Contract HTML 146K
51: EX-10.6 Material Contract HTML 69K
52: EX-10.7 Material Contract HTML 295K
53: EX-10.7.1 Material Contract HTML 82K
54: EX-10.7.2 Material Contract HTML 118K
55: EX-10.7.3 Material Contract HTML 56K
56: EX-10.8 Material Contract HTML 110K
57: EX-10.9 Material Contract HTML 44K
63: EX-16.1 Letter re: Change in Certifying Accountant HTML 25K
64: EX-21.1 Subsidiaries of the Registrant HTML 20K
EX-16.1 — Letter re: Change in Certifying Accountant
This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
Exhibit 16.1
Securities and Exchange Commission
Station Place
100 F. St., NE
Washington, D.C. 20549
RE: Pure Earth, Inc.
Commissioners:
We have read the statements made by Pure Earth, Inc. (copy attached), which we understand will
be filed with the Securities and Exchange Commission as Item 14 of a Form 10 General Form for
Registration of Securities of Pure Earth, Inc. dated June 2008. We agree with the statements
concerning our Firm in Such Form 10.
Very truly yours,
We currently maintain an insurance policy that provides reimbursement, subject to certain
exceptions, for amounts we may be required or permitted by law to pay to indemnify our directors
and officers.
Item 13. Financial Statements and Supplementary Data
The financial statements required to be included in this Registration Statement appear at the
end of the Registration Statement beginning on page F-1.
Under the rules of the SEC applicable to smaller reporting companies, we have omitted
supplementary financial information from this registration statement.
Item 14. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
The independent registered public accounting firm of
Skoda Minotti served as our independent
public accountants with respect to the audit of our 2006 consolidated financial statements and the
audit of the 2007 combined financial statements of the Casie Group companies, each of which have
been included in this registration statement. In December 2007, upon the recommendation of our
board of directors, we determined we would not renew the engagement of
Skoda Minotti as our
independent registered public accounting firm. On
January 2, 2008, we decided to engage, and did
engage Marcum & Kliegman LLP to serve as our independent registered public accountant firm with
respect to the audit of our consolidated 2007 financial statements.
The reports of our independent registered public accounting firm on our financial statements
for the past two years did not contain an adverse opinion or a disclaimer of opinion, and such
reports were not qualified or modified as to uncertainty, audit scope or accounting principles.
During our two most recent fiscal years and the subsequent period prior to our engagement of Marcum
& Kliegman, we did not consult with Marcum & Kliegman regarding the application of accounting
principles to a specified transaction, either completed or proposed, or the type of audit opinion
that might be rendered on our financial statements, or any matter related to a “disagreement” or
“reportable event,” as such terms are defined in Item 304(a) of Regulation S-K.
During each of the fiscal years ended
December 31, 2006 and
December 31, 2007 and the
subsequent interim period from
January 1, 2008 through our notice to
Skoda Minotti on
January 3,
2008 of our non-renewal of our engagement of that firm, there were no disagreements between us and
Skoda Minotti on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope of procedure, which disagreement, if not resolved to the satisfaction of Skoda
Minotti, would have caused it to make reference to the subject matter of the disagreement in
connection with its reports. Furthermore, during this time period, there were no
“reportable
events,” as defined in Item 304(a)(1)(v) of Regulation S-K, with respect to
Skoda Minotti.
We have requested
Skoda Minotti to furnish a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements. A copy of that letter has been
filed as Exhibit 16.1 to this registration statement.
Item 15. Financial Statements and Exhibits.
(a) The financial statements required to be included in this registration statement appear
beginning on page F-1.
