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: February 5, 2002
Franklin Telecommunications Corp.
(Exact name of registrant as specified in its charter)
California 0-11616 95-3733534
(State or other jurisdiction (Commission (IRS Employer
or incorporation) File Number) Identification No.)
733 Lakefield Road,
Westlake Village California, 91361
(Address of principal executive offices)
Registrant's telephone number, including area code:
(805) 373-8688
Not Applicable
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
On January 29, 2002 the Registrant engaged Hurley & Company, Certified
Public Accountants, as the Registrant's independent accountants to report on the
Company's balance sheet as of June 30, 2002, and the related combined statements
of income, stockholders' equity and cash flows for the year then ending. The
decision to appoint Hurley & Company, Inc. was approved by the Registrant's
Board of Directors.
The Registrant dismissed SINGER LEWAK GREENBAUM & GOLDSTEIN LLP on
January 28, 2002 as its auditors. The firm had served as the Registrant's
independent accountants for the past two fiscal years. Except for an explanatory
paragraph concerning the Registrant's ability to continue as a going concern,
such accountant's report on the Registrant's financial statements for the past
year did not contain an adverse opinion or disclaimer of opinion, nor were the
opinions modified as to uncertainty, audit scope or accounting principles, nor
were there any events of the type requiring disclosure under Item 304(a)(1)(v)
of Regulation S-K under the Securities Act. There were no disagreements with
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP, resolved or unresolved, on any matter of
accounting principles or practices, financial disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of SINGER LEWAK GREENBAUM
& GOLDSTEIN LLP, would have caused it to make reference to the subject matter of
the disagreement in connection with its reports.
During the Registrant's two most recent fiscal years and any subsequent
interim period prior to the engagement of Hurley & Company neither the
Registrant nor anyone on the Registrant's behalf consulted with Hurley & Company
regarding either (i) the application of accounting principles to a specified
transaction, either contemplated or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements or (ii) any matter
that was either the subject of a disagreement" or a "reportable event."
The Registrant has requested SINGER LEWAK GREENBAUM & GOLDSTEIN LLP to
review the disclosure contained herein and has provided SINGER LEWAK GREENBAUM &
GOLDSTEIN LLP the opportunity to furnish the Registrant with a letter addressed
to the Commission containing any new information, clarification of the
Registrant's expression of SINGER LEWAK GREENBAUM & GOLDSTEIN LLP's views, or
the respects in which SINGER LEWAK GREENBAUM & GOLDSTEIN LLP does not agree with
the statements contained herein. SINGER LEWAK GREENBAUM & GOLDSTEIN has reviewed
the disclosure contained herein and has provided to the Registrant a letter
addressed to the Securities and Exchange Commission stating that it has reviewed
the disclosure provided in this Current Report and has no disagreement with the
relevant portions of this disclosure, pursuant to the requirements of Item
304(a)(3) of Regulation S-K. A copy of such letter is filed as Exhibit 16.1 to
this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits
Exhibit 16.1 Letter From SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
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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.
Franklin Telecommunications Corp.
By: /s/ Martin S. Albert
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Martin S. Albert, CEO
Date: February 5, 2002
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