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
January 9, 2006
(Date of earliest event reported)
EPIXTAR CORP.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
001-15489 65-0722193
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(Commission File Number) (IRS Employer Identification No.)
11900 Biscayne Boulevard Suite 700
Miami, Florida 33181
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(Address of Principal Executive Offices) (Zip Code)
(305) 503-8600
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(Registrant's Telephone Number, Including Area Code)
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 4.01 CHANGES IN COMPANY'S CERTIFYING ACCOUNTANT
(a)
On January 9, 2006, Rachlin Cohen & Holtz LLP ("RCH") was replaced as the
Company's independent public accountants. The Company and certain of its
subsidiaries each filed a voluntary petition for relief under Chapter 11 of
Title 11 of the United States Code with the United States Bankruptcy Court for
the Southern District of Florida, Miami Division. RCH is a creditor of the
Company and could not be retained for future auditing services while they were a
creditor. The Company was therefore compelled to obtain new auditors beginning
with the review of the consolidated financial statements in connection with Form
10Q for September 30, 2005.
The independent auditors' report of RCH on the financial statements of the
Company for the years ended December 31, 2004 and December 31, 2003 did not
contain any adverse opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty (other than an explanatory paragraph regarding
substantial doubt on the Company's ability to continue as a going concern
relating to the report for these years), audit scope, or accounting principles.
During the two years ended December 31, 2004 and December 31, 2003 and the
subsequent period through January 9, 2006, there were no disagreements with RCH
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not resolved
to RCH's satisfaction would have caused RCH to make reference in connection with
its report to the subject matter of the disagreement. As described in Item 4 of
the Company's Form 10Q for the quarter ended June 30, 2005, RCH advised the
Company and the Company disclosed there were material weaknesses in the
Company's system of internal controls.
RCH has been provided with a copy of the disclosures contained in this Form 8-K
with a request that it furnish to the Company a letter addressed to the
Commission stating whether it agrees with the statements made by the Company in
response to Item 304(a) of Regulation S-B, and, if not, stating the respects in
which it does not agree. Attached, as an exhibit, is a copy of a letter from RCH
to the Commission stating that it agrees with the statements in the Form 8-K
concerning its firm.
(b)
On January 9, 2006, the Company retained McClain & Company, LLC ("McClain")as
its principal independent accountants. The decision to retain McClain was
approved by the Company's Board of Directors acting as its audit committee.
During the Company's two most recent fiscal years and through January 9, 2006:
(1) The Company did not consult McClain regarding either the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on the Company's financial
statements;
(2) Neither a written report nor oral advice was provided to the Company by
McClain that they concluded was an important factor considered by the Company in
reaching a decision as to an accounting, auditing or financial reporting issue;
and
(3) The Company did not consult McClain regarding any matter that was either the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-B
and the related instructions) or any of the reportable events set forth in Item
304(a)(1)(iv)(B) of Regulation S-B.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 16.05 Letter re: change in certifying accountants
SIGNATURE
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.
EPIXTAR CORP.
(Registrant)
Date: January 9, 2006 By /s/ IRVING GREENMAN
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Irving Greenman
President and Chief Financial Officer