UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 2, 2005
CATCHER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-50299 62-0201385
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification Number)
39526 CHARLESTOWNE PIKE
HAMILTON, VIRGINIA 20158
(Address of Principal Executive Offices, including zip code)
(540) 882-3087
(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 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective December 2, 2005, our Audit Committee dismissed Vitale, Caturano &
Company, Ltd. ("Vitale"), which had previously served as our independent
registered public accounting firm, and engaged Stonefield Josephson, Inc.
("Stonefield") as our new independent registered public accounting firm. The
decision to change accounting firms was recommended and approved by our Audit
Committee. The reason for the change of accounting firms was so that our
accounting firm would be located in closer proximity to our financial offices in
San Diego, California.
The reports of Vitale on our financial statements for the past two fiscal years
contained no adverse opinion or disclaimer of opinion and were not modified as
to uncertainty, audit scope or accounting principle.
There were no disagreements with Vitale 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 Vitale, would have
caused Vitale to make reference thereto in their report on our financial
statements.
During the two most recent fiscal years and through December 2, 2005, we did not
consult with Stonefield on any matter that: (i) involved the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on our financial statements, in
either case where written or oral advice was provided that was an important
factor considered by us in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) was either the subject of a disagreement, as
that term is defined in Item 304(a)(1)(iv)(A) of Regulation S-B and the related
instructions to Item 304 of Regulation S-B, or a reportable event under Item
304(a)(1)(iv)(B) of Regulation S-B.
We furnished to Vitale and Stonefield the statements made in this Item 4.01.
Attached as Exhibit 16.1 to this Form 8-K is a letter, dated as of December 7,
2005, from Vitale to the Securities and Exchange Commission regarding these
statements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
16.1 Letter, dated as of December 7, 2005, from Vitale, Caturano &
Company, Ltd. to the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CATCHER HOLDINGS, INC.
December 7, 2005 By: /s/ Charles Sander
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Charles Sander
President and Chief Executive Officer