SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: NOVEMBER 5, 2004
(Date of earliest event reported)
INCENTRA SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
333-16031 86-0793960
(Commission File No.) (I.R.S. Employer
Identification No.)
1140 PEARL STREET
BOULDER, COLORADO 80302
(Address of principal executive offices; zip code)
(303) 440-7930
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if changed Since Last Report)
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):
|_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13-4(e) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent registered public accounting firm.
(i) On November 5, 2004, the registrant dismissed J.H. Cohn LLP
("J.H. Cohn") as its independent registered public accounting firm.
(ii) Neither the report of J.H. Cohn for the registrant's fiscal
year ended December 31, 2003 nor the report of Ernst & Young LLP for
the registrant's fiscal year ended December 31, 2002, contained an
adverse opinion or disclaimer of opinion and neither report was
modified as to uncertainty, audit scope or accounting principles, but
included an explanatory paragraph relating to a going concern
uncertainty.
(iii) On November 5, 2004, the registrant's Board of Directors
recommended and approved the decision to change its independent
registered public accounting firm from J.H. Cohn.
(iv) In connection with its audit for our fiscal year ended
December 31, 2003 and in the subsequent interim period through November
5, 2004, there were no disagreements with J.H. Cohn 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 J.H. Cohn, would have caused them to make reference
thereto in their report on the financial statements for such year.
(v) The registrant has requested that J.H. Cohn furnish it with a
letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements. A copy of such
letter is attached as Exhibit 16 hereto.
(b) New independent accountants
(i) The registrant engaged GHP Horwath as its new independent
registered public accounting firm as of November 5, 2004. During the
registrant's two most recent fiscal years prior to GHP Horwath's
appointment and through November 5, 2004, the registrant had not
consulted with GHP Horwath concerning (1) the application of
accounting principles to a specific, completed or contemplated
transaction, or the type of audit opinion that might be rendered on
the registrant's financial statements or (2) any matter that was the
subject of a disagreement or reportable event with the former auditor
(as described in Regulation S-B Item 304(a)(1)(iv)).
SECTION 9 - FINANCIAL STATEMENT AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Number Documents
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16 Letter dated November 5, 2004 of J.H. Cohn LLP, former
independent registered public accounting firm.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
INCENTRA SOLUTIONS, INC.
Date: November 9, 2004 By: /s/ Thomas P. Sweeney III
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Thomas P. Sweeney III
Chief Executive Officer
EXHIBIT 16
November 5, 2004
Securities and Exchange Commission
450 Fifth Street, N.W
Washington, DC 20549
Gentlemen:
We have read the statements made by Incentra Solutions, Inc. (formerly Front
Porch Digital, Inc.), which we understand will be filed with the Commission,
pursuant to Item 4.01 of Form 8-K, as part of the Company's Form 8-K report for
the month of November 2004. We agree with the statements concerning our Firm in
such Form 8-K.
Very truly yours,
/s/ J.H. Cohn LLP