United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 15, 2005
BLUEGATE CORPORATION
Exact name of registrant as specified in its Charter)
Nevada 000-22711 76-0640970
(State or other (Commission File (IRS Employer
jurisdiction of Incorporation) Number) Identification Number)
701 North Post Oak, Road, Suite 630, Houston, Texas 77024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
Including Area Code: (713) 686-1100
(not applicable)
(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:
[_] 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.
1. On July 15, 2005, we dismissed our former certifying accountant, Ham,
Langston & Brezina, L.L.P. whose reports on our financial statements for
the years ended December 31, 2003 and 2004 contained going concern
qualifications. During the prior two fiscal years and during the interim
period since December 31, 2004, there were no other adverse opinions or
disclaimers of opinion, or modifications as to uncertainty, audit scope, or
accounting principles by Ham, Langston & Brezina, L.L.P. in those reports.
The decision to change accountants was approved by our audit committee of
the board of directors. There were no disagreements with the former
accountant, whether or not resolved, on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the former accountant's satisfaction,
would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report. The former accountant did
not advise us: that internal controls necessary to develop reliable
financial statements did not exist; or that information has come to the
attention of the former accountant which made the accountant unwilling to
rely on management's representations, or unwilling to be associated with
the financial statements prepared by management; or that the scope of the
audit should be expanded significantly, or that information has come to the
accountant's attention that the accountant has concluded will, or if
further investigated might, materially impact the fairness or reliability
of a previously issued audit report or the underlying financial statements,
or the financial statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent audited financial
statements (including information that might preclude the issuance of an
unqualified audit report), and the issue was not resolved to the
accountant's satisfaction prior to its resignation or dismissal. We have
authorized the former accountant to respond fully to the inquiries of the
successor accountant concerning the subject matter of each of such
disagreements, if any, or events.
2. On July 15, 2005, we engaged Malone & Bailey, PC, Certified Public
Accountants. We did not consult the new accountant regarding: 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 and neither 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
any matter that was the subject of a disagreement or event identified in
response to paragraph 1 above.
3. We have provided the disclosure contained herein to the former accountant.
We have asked the former accountant to provide a letter addressed to the
Commission stating whether it agrees with the statements made by us and, if
not, stating the respects in which it does not agree. If the letter is
unavailable at the time of filing as Exhibit 16.1 hereto, we shall request
the former accountant to provide the letter so that it can be filed with
the Commission within ten business days after the filing of this Form 8-K.
The former accountant may provide an interim letter highlighting specific
areas of concern and indicating that a more detailed letter will be
forthcoming within the ten business day period noted above. The interim
letter, if any, shall be filed with this Form 8-K or by amendment within
two business days of receipt.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Exhibit Title
- --------------------------------------------------------------------------------
16.1 Letter from Ham, Langston & Brezina, L.L.P., Certified Public
Accountants
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.
BLUEGATE CORPORATION
Date: July 15, 2005 by: /s/ Greg Micek
Greg Micek
Chief Financial Officer
Exhibit 16.1 Letter from Ham, Langston & Brezina, L.L.P., Certified Public
Accountants