|
Item
4.01.
|
Changes
in Registrant's Certifying
Accountant
|
On
October 27, 2009, the Board of Directors of the Company dismissed Manning
Elliott LLP ("ME"), the registered independent public accounting firm for the
Company, as the Company's independent auditors effective
immediately. The dismissal of ME was a result of the change in the
Company's principal offices from Canada to Arizona upon its acquisition of
IntelaSight, Inc. as the Company's wholly owned operating
subsidiary.
In
connection with the audit of the Company's financial statements for the fiscal
years ended January 31, 2009 and 2008, and through October 27, 2009, there were
no disagreements between the Company and ME on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which if not resolved to ME's satisfaction, would have caused ME to
make reference the subject matter of the disagreement in connection with its
audit reports on the Company's financial statements. None of the
reportable events set forth in Item 304(a)(1)(iv) or (v) of Regulation S-K
occurred during the period in which ME served as the Company's independent
registered public accounting firm.
The audit
reports of ME on the Company's financial statements as of and for the fiscal
years ended January 31, 2009 and 2008 did not contain an adverse opinion or
disclaimer of opinion, however, each of the audit reports was modified to note
that the significant net losses incurred since inception raised substantial
doubt about the Company's ability to continue as a going concern and that the
financial statements for each of those fiscal years did not include adjustments
that might result from the outcome of those uncertainties.
The
Company provided ME a copy of this report prior to its filing with the
Securities and Exchange Commission and requested that ME furnish a letter
addressed to the Securities and Exchange Commission stating whether ME agrees
with the statements made herein. A copy of the letter, once received
from ME, will be filed as an exhibit to an amendment to this Form 8-K, as
permitted by Item 304(a)(3) of Regulation S-K.
On
October 27, 2009, the Board of Directors of the Company approved the engagement
of Farber Hass Hurley LLP ("FHH") to serve as the Company's independent
registered public accounting firm for the Company's fiscal year ending December
31, 2009. The decision to change the Company's independent registered public
accounting firm was the result of the Board of Directors' determination that it
was in the best interests of the Company as FHH is located in the United States
(Manning Elliott is in Canada) and following the Company's acquisition of
IntelaSight, Inc. as the Company's wholly owned operating subsidiary, the
location of the Company's principal offices changed from Canada to
Arizona.
Prior to
October 27, 2009, the date that FHH was retained as the independent registered
public accounting firm of the Company:
(1) The
Company did not consult FHH regarding either 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;
(2)
Neither a written report nor oral advice was provided to the Company by FHH that
they concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue;
and
(3) The
Company did not consult FHH regarding any matter that was either the subject of
a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions) or any of the reportable events set forth in Item
304(a)(1)(v) of Regulation S-K.