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
May 16, 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
On May 16, 2006, the Company retained Morrison, Brown, Argiz & Farra, LLP
("MBAF") as its principal independent accountants. The decision to retain MBAF
was approved by the Company's Board of Directors acting as its audit committee
and by the United States Bankruptcy Court for the Southern District of Florida.
During the Company's two most recent fiscal years and through May 16, 2006:
(1) The Company did not consult MBAF 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 MBAF
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 MBAF regarding any matter that was either the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) or any of the reportable events set forth in Item
304(a)(1)(v) of Regulation S-K.
On April 24, 2006, McClain & Company resigned as auditors for the Company as was
fully described in the Company's Current Report on Form 8-K dated April 24,
2006, as amended on April 28, 2006.
The Company has furnished MBAF with a copy of this Report. Attached as Exhibit
16.06 is MBAF's letter stating that it agrees with the statements made by the
Company in this Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.06 - 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: May 16, 2006 By /s/ IRVING GREENMAN
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Irving Greenman
President and Chief Financial Officer