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): March 15, 2006
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IElement Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 000-29331 76-0270295
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File number) Identification No.)
17194 Preston Road Suite 102, PMB 341, Dallas, Texas 75248
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 254-3425
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(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 4.02(A) - NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
Due to the company's decision to reclassify our March 1, 2003
transaction with Integrated Communications Consultants Corporation (ICCC) as a
recapitalization, we have restated the previously issued financial statements
for the year ended March 31, 2006 and the quarters ended June 30, 2005,
September 30, 2005 and December 31, 2005 (collectively the "Restated Periods").
The information in Item 4.02(a) is incorporated herein by reference.
On July 14, 2006, we concluded that the previously issued financial
statements for the Restated Periods contained in the annual and quarterly
reports should not be relied upon because of the need to reclassify the March 1,
2003 transaction with ICCC as a recapitalization.
The original classification resulted in the overstatement of Intangible
Assets. As a result of the restatement, the financial statements were revised as
follows:
The $2,079,665 originally classified as Goodwill was removed.
Our Audit Committee and management have discussed the matters disclosed
pursuant to this Item 4.02(a) in this Current Report on Form 8-K with Bagell,
Josephs, Levine & Company, L.L.C., our independent registered public accounting
firm.
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.
Date: July 19, 2006 IELEMENT CORPORATION
By: /s/ Ivan Zweig
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Name: Ivan Zweig
Title: Chief Executive Officer