SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): November 14, 2001
Commission File No. 0-28514
YAPALOT COMMUNICATIONS HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 98-0160284
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4884 Dufferin Street, Unit 1, Toronto, Ontario M3H 5S8
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(Address of principal executive offices)
(416) 736-8882
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(Issuer telephone number)
Item 4. Changes in Registrant's Certifying Accountant.
On November 14, 2001, the client-auditor relationship between Yapalot
Communications Holdings Inc. (the "Company") and Weisbrod Goldmacher, LLP
("Weisbrod") ceased as the Company's Board of Directors dismissed Weisbrod as
its auditor.
The Company's receipt of Weisbrod's report of the financial statements of
the Registrant for the period from inception on April 6, 2000 through the fiscal
year ended December 31, 2000, and any related interim period did not contain any
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.
During the audit of the Company's financial statements for the
period from inception on April 6, 2000 through the fiscal year ended December
31, 2000, and the subsequent interim period through the date of dismissal,
Weisbrod did not have any disagreements with the Company. Weisbrod did not have
any disagreements with the Company, 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 Weisbrod's satisfaction, would
have caused them to make reference to the subject matter of the disagreement in
connection with their report.
On November 14, 2001, the Registrant engaged Howard Bromberg as its
independent accountant to review the Company's financial statements for the
quarter ended September 30, 2001, as well as to audit the Company's financial
statements for the year ended December 31, 2001. During the most recent fiscal
year and any subsequent interim period prior to engaging Howard Bromberg, the
Company did not consult with Howard Bromberg regarding either (i) the
application of accounting principals to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements; or (ii) any matter that was either the
subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a reportable event (as defined in Item
304(a)(1)(v) of Regulation S-K). Howard Bromberg has reviewed the disclosure
required by Item 304(a) before it was filed with the Commission and has been
provided an opportunity to furnish the Company with a letter addresssed to the
Commission containing any new information, clarification of the Company's
expression of its views, or the respects in which it does not agree with the
statements made by the Company in response to Item 304(a). Howard Bromberg did
not furnish a letter to the Commission.
The Company has requested that Weisbrod review the disclosure and Weisbrod
has been given an opportunity to furnish the Registrant with a letter addressed
to the Commission containing any new information, clarification of the Company's
expression of its views, or the respect in which it does not agree with the
statements made by the Company herein. Weisbrod has not supplied a letter as of
the date of this Report.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibits Description
16.1 Letter from Weisbrod to be provided
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.
YAPALOT COMMUNICATIONS HOLDINGS, INC.
December 7, 2001 /s/ Yuval Barzakay
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Yuval Barzakay
Chief Executive Officer