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: DECEMBER 23, 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) Prior to its acquisition by Incentra Solutions, Inc., ManagedStorage
International, Inc. ("MSI") engaged KPMG LLP on June 14, 2004, to conduct an
audit of MSI's financial statements as of and for the year ended December 31,
2003. MSI is considered to be the accounting acquirer in the transaction,
consummated on August 18, 2004, whereby MSI became a wholly-owned subsidiary of
the registrant. On October 28, 2004, KPMG LLP informed the registrant that, upon
the issuance of its audit report on financial statements of MSI as of and for
the year ended December 31, 2003, KPMG LLP would not continue as the principal
accountants for the registrant. As of the date of this filing, the financial
statements of MSI and the related audit report have not been issued. As reported
in our Current Report on Form 8-K dated November 5, 2004, we have engaged GHP
Horwath as our new independent registered public accounting firm for the fiscal
year ending December 31, 2004. The decision to change accountants was approved
by our board of directors.
(ii) Through December 23, 2004, there were no disagreements with KPMG LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of KPMG LLP, would have caused them to make
reference in connection with their opinion on the subject matter of the
disagreement.
(iii) Through December 23, 2004, there were no reportable events required
to be disclosed under paragraph 304(a)(1)(iv)(B) of Regulation S-B.
(iv) The registrant has requested that KPMG LLP 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) As previously reported in our Current Report on Form 8-K dated November
5, 2004, we have engaged GHP Horwath as our new independent registered
public accounting firm for the fiscal year ending December 31, 2004.
SECTION 9 - FINANCIAL STATEMENT AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
NUMBER DOCUMENTS
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16 Letter dated December 23, 2004 of KPMG LLP, former
registered public accounting firm.
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: December 23, 2004, By: /s/ Thomas P. Sweeney
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Thomas P. Sweeney III
Chief Executive Officer