UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934.
June 1, 2003
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Date of Report (Date of earliest event reported)
ZIM CORPORATION
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(Exact name of registrant as specified in its charter)
Canada 0-31691 N/A
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(State of (Commission File (IRS Employer I.D.
Incorporation) Number) Number)
20 Colonnade Road
Suite 200
Nepean, Ontario Canada K2E 7M6
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(Address of principal executive offices)
Registrant's telephone number, including area code: (613) 727-1397
with copies to:
Hank Gracin, Esq.
Lehman & Eilen LLP
50 Charles Lindbergh Boulevard
Suite 505
Tel: 516-222-0888
Fax: 516-222-0948
EXPLANATORY NOTE
This Form 8-K/A is being filed by the Registrant as an amendment to its Form
8-K/A filed on June 30, 2003 solely to provide additional disclosure regarding
the change of accountants during 2003 by the Registrant, ZIM Technologies
International, Inc. ("ZIM Technologies"), and Private Capital Investors, Inc.
("Private Capital").
ITEM 4. CHANGES IN REGISTRANT'S INDEPENDENT ACCOUNTANTS.
Effective June 1, 2003, the Registrant engaged Raymond Chabot Grant Thornton
General Partnership, as the independent accounting firm for ZIM Corporation, ZIM
Technologies and Private Capital. Also effective June 1, 2003, the Registrant
dismissed Kenneth A. Gill, Chartered Accountant, the Registrant's former
independent accounting firm, and David I. Tow, C.P.A., Private Capital's former
independent accounting firm. On May 1, 2003, KPMG LLP resigned as ZIM
Technologies' independent accounting firm.
The decision to terminate Kenneth A. Gill, Chartered Accountant, and David I.
Tow, C.P.A., was approved by the Registrant's audit committee and its entire
board of directors. The decision to retain Raymond Chabot Grant Thornton General
Partnership was approved by the Registrant's audit committee and its entire
board of directors.
Neither the report of Kenneth A. Gill, Chartered Accountant, for the periods
ended on April 30, 2003, January 31, 2003 and October 31, 2002, nor the reports
of KPMG LLP for the years ended May 31, 2002 and May 31, 2001, contained an
adverse opinion or disclaimer of opinion, nor were the reports modified as to
uncertainty, audit scope or accounting principles, except for an auditor's
comment for United States readers in regard to the ability of the Registrant or
ZIM Technologies, as applicable, to continue as a going concern. David I. Tow,
C.P.A. issued no reports on behalf of Private Capital subsequent to his
retention on December 16, 2002, and therefore issued no report that contained
any adverse opinion, disclaimer of opinion, or modification as to uncertainty,
audit scope or accounting principles.
During the periods covered by the reports of Kenneth A. Gill, Chartered
Accountant, and during the subsequent interim period through June 1, 2003, there
were no disagreements with Kenneth A. Gill, Chartered Accountant, on accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures which, if not resolved to his satisfaction, would have caused him to
make reference to the subject matter of the disagreement in connection with his
reports.
During the periods covered by the reports of KPMG LLP, and during the subsequent
interim period through its resignation on May 1, 2003, there were no
disagreements with KPMG LLP on accounting principles or practices, financial
statement disclosure, or auditing scope or procedures which, if not resolved to
its satisfaction, would have caused it to make reference to the subject matter
of the disagreement in connection with its reports.
During the period subsequent to David I. Tow, C.P.A.'s retention by Private
Capital on December 16, 2002, and during the subsequent interim period through
June 1, 2003, there were no disagreements with David I. Tow, C.P.A., on
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures which, if not resolved to his satisfaction, would have
caused him to make reference to the subject matter of the disagreement in
connection with his work on behalf of Private Capital.
None of the reportable events described under Item 304 (a)(1)(iv)(B), Item 304
(a)(2) or Item 304(b) of Regulation S-B occurred with respect to the Registrant,
ZIM Technologies or Private Capital, during the Registrant's fiscal years ended
May 31, 2001 and May 31, 2002, and during the subsequent interim period through
May 1, 2003 with respect to KPMG LLP, and through June 1, 2003 with respect to
Kenneth A. Gill, Chartered Accountant, and David I. Tow, C.P.A.
Both Kenneth A. Gill, Chartered Accountant, and KPMG LLP have furnished to the
Registrant a letter addressed to the United States Securities and Exchange
Commission stating whether or not they agree with the statements made by the
Registrant herein with respect to their reports, and with respect to the
subsequent interim periods. A copy of each such letter is filed as an Exhibit to
this Form 8-K/A.
David I. Tow, however, died on January 14, 2004, and his accounting practice
ceased upon his death. As such, there is no one available to comment on the
Registrant's statements contained herein with respect to David I. Tow C.P.A.'s
limited work on behalf of Private Capital.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
16.1 Letter from Kenneth A. Gill, Chartered Accountant, dated June 29, 2004
16.2 Letter from KPMG LLP, dated June 29, 2004
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.
ZIM CORPORATION
(Registrant)
June 29, 2004 By: /s/ Jennifer North
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Jennifer North
Chief Financial Officer