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: April 29, 2002
VSAT.NET, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 000-32223 65-1049253
- - ---------------- ------------- ------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.
incorporation) pre-merger)
CIK No. 0001129016
465 Ocean Drive, #224, Miami Beach, FL 33139
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(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: (305)674-4412
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
None.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
None.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
AJ. Robbins, P.C., formerly auditors for the Company, was
dissmissed as auditor on April 29, 2002. Michael Johnson & Co.,
LLC were engaged as auditors for Company on April 29, 2002.
The Change of Accountants was approved by the Board of Directors.
No audit committee exists other than the members of the Board of
Directors.
In connection with audit of the period ended October 31, 2000.
and through the date of termination of the accountants, no
disagreements exist with any former accountant on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope of procedure, which disagreements
if not resolved to the satisfaction of the former accountant
would have caused them to make reference in connection with his
report to the subject of the disagreement(s).
The audit report by AJ. Robbins, P.C.for the period inception to
October 31, 2000, contained an opinion which included a
paragraph discussing uncertainties related to continuation
of the Registrant as a going concern. Otherwise, the audit
report by AJ. Robbins, P.C.for the period inception to October
31, 2000 did not contain an adverse opinion or disclaimer of
opinion, nor was qualified or modified as to uncertainty,
audit scope, or accounting principles.
ITEM 5. OTHER EVENTS
None.
ITEM 6. RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS
None.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS
Financial Statements -
None
Exhibits -
23.1
23.2
16.1
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 thereunto duly authorized.
Date: April 29, 2002 VSAT.NET, Inc.
/s/Scott Deitler
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Scott Deitler, President
EX-23.1
AJ. Robbins, P.C.
Certified Public Accountants
3033 E. 1st Ave., #201
Denver, CO 80206
Telephone: (303) 321-1281
Fax: (303) 321-1288
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: VSAT.NET, INC.
Commission File # 000-32223
Gentlemen:
We have read Item 4 included in the Form 8K of VSAT.NET, INC. filed
with the Securities and Exchange Commission and are in agreement with the
statements contained therein.
/s/AJ. Robbins, P.C.
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AJ. Robbins, P.C.
Denver, Colorado
April 29, 2002
EX-23.2
MICHAEL JOHNSON & CO., LLC
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237
Telephone 303/796/0099
Fax 303/796/0137
Securities and Exchange Commision
450 5th Street, N.W.
Washington, D.C. 20549
Re: VSAT.NET, INC.
Commission File # 000-32223
Gentlemen:
We have read and agree with the comments in Item 4 of the For 8-K of
VSAT.Net, Inc. dated April 29, 2002.
/s/ Michael Johnson & Co., LLC
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Michael Johnson & Co., LLC
Denver, Colorado
April 29, 2002
EX-16.1
Resignation of AJ. Robbins, P.C.
March 7, 2002
AJ. Robbins, P.C.
Certified Public Accountants
3033 E. 1st Ave., #201
Denver, CO 80206
Telephone: (303) 321-1281
Fax: (303) 321-1288
VSAT.NET, INC.
Scott Deitler
Telephone:(305)674-4412
Dear Mr. Deitler:
This is to confirm that the client-auditor relationship between VSAT.NET, Inc.
(Commission File Number 000-32223) and AJ. Robbins, P.C. has ceased as
of April 29, 2002.
Sincerely,
/s/AJ.Robbins, P.C.
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AJ. Robbins, P.C.
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission