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 and Exchange Act
November 28, 2005
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(Date of earliest event reported)
KOMODO, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-14869 95-3932052
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(State or other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification No.)
Suite 1820 - 1111 West Georgia Street
Vancouver, British Columbia, Canada
V6E 4M3
(Address of Principal Executive Offices)
(604) 689-9417
(Registrant's Telephone Number)
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))
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On November 22, 2005, Komodo, Inc. and HJ & Associates, L.L.C.
agreed that HJ & Associates, L.L.C. would not be continuing as the registrant's
independent accountant as of November 22, 2005.
The reports of HJ & Associates, L.L.C. on the registrant's financial
statements for the past two fiscal years contained neither an adverse opinion
nor a disclaimer of opinion and were not modified as to uncertainty, audit scope
or accounting principles. However, for the year ended March 31, 2005, HJ &
Associates, L.L.C. included a going concern qualification in the registrant's
audited financial statements.
The decision not to continue the independent accountant relationship
was approved by the audit committee of the registrant's board of directors.
During the registrant's two most recent fiscal years and the subsequent
interim periods thereto, there were no disagreements with HJ & Associates,
L.L.C. 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 HJ & Associates, L.L.C.'s satisfaction, would have
caused it to make reference to the subject matter of the disagreement in
connection with its report on the registrant's financial statements.
The registrant has requested that HJ & Associates, L.L.C. furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. The letter is attached as an
exhibit to this Form 8-K.
b) On November 22, 2005 the registrant engaged Williams & Webster, P.S.
as its independent accountant. During the two most recent fiscal years and the
interim periods preceding the engagement, the registrant has not consulted
Williams & Webster, P.S. regarding any of the matters set forth in Item
304(a)(2)(i) or (ii) of Regulation S-B.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None, not applicable.
(b) Pro Forma Financial Information.
None, not applicable.
(c) Shell company transactions.
None, not applicable.
(d) Exhibits.
No. Exhibits
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16.1 Letter from HJ & Associates, L.L.C., dated November
22, 2005, to the Securities and Exchange Commission
regarding statements included in this Form 8-K
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
Komodo, Inc.
DATED: November 28, 2005 /s/ Gordon J. Muir
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Gordon J. Muir, CEO
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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16.1 Letter from HJ & Associates, L.L.C., dated November 22, 2005,
to the Securities and Exchange Commission regarding statements
included in this Form 8-K
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