SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: October 28, 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))
EXPLANATORY NOTE:
Incentra Solutions, Inc. (f/k/a Front Porch Digital Inc.) (the "Company") filed
a Current Report on Form 8-K/A on January 6, 2005 to report that KPMG, LLP, the
principal accountants of ManagedStorage International, Inc. ("MSI") (the
accounting acquirer of the Company through a transaction consummated on August
18, 2004, which was accounted for as a "reverse merger") had informed the
Company on October 28, 2004 of its resignation as the principal accountants of
MSI effective upon the issuance of its audit report on the financial statements
of MSI for the year ended December 31, 2003. KPMG LLP's report was issued on
January 6, 2005. The purpose of this amendment is to report that KPMG's
resignation became effective on January 6, 2005.
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 notified us of its resignation as
our principal accountants effective upon the issuance of its audit report on the
financial statements of MSI as of and for the year ended December 31, 2003. KPMG
LLP's report on the financial statements of MSI as of and for the year ended
December 31, 2003 was issued on January 6, 2005. As reported in our Current
Report on Form 8-K dated November 5, 2004, we have engaged GHP Horwath,
P.C.(previously known as Gelfond Hochstadt Pangburn, P.C.) 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) The report of KPMG LLP on the financial statements of MSI as of and
for the year ended December 31, 2003 did not contain an adverse opinion or
disclaimer of opinion and was not modified as to uncertainty, audit scope or
accounting principles.
(iii) In connection with its audit for our fiscal year ended December 31,
2003 and in the subsequent interim period through January 6, 2005, 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.
(iv) In connection with its audit for our fiscal year ended December 31,
2003 and in the subsequent interim period through January 6, 2005, there were no
reportable events required to be disclosed under paragraph 304(a)(1)(iv)(B) of
Regulation S-B.
(v) 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, P.C. (previously known as Gelfond
Hochstadt Pangburn, P.C.) 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 January 6, 2005 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: January 7, 2005 By: /s/ Thomas P. Sweeney
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Thomas P. Sweeney III
Chief Executive Officer