UNITED STATES
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
October 3, 2005
Date of Report (Date of earliest event reported)
FIRST CAPITAL INTERNATIONAL, INC.
(Name of small business issuer in its charter)
DELAWARE 76-0582435
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5120 WOODWAY, SUITE 9000, HOUSTON, TEXAS 77056
(Address of principal executive offices)
(713) 629-4866
(Issuer's telephone number)
================================================================================
ITEM 4.01 Changes in Registrant's Certifying Accountant.
----------------------------------------------
Previous Independent Accountants
- --------------------------------
On October 5, 2005, our Chief Executive Officer received formal notice that our
independent auditors, Ham, Langston & Brezina, L.L.P., had made the decision to
resign as our independent accountants effective October 3, 2005. On October 10,
2005, the Board of Directors voted unanimously to accept the resignation.
The audit report of Ham, Langston & Brezina, L.L.P. for the past two fiscal
years contained no adverse opinion or disclaimer of opinion, or was modified as
to audit scope or accounting principles. Ham, Langston & Brezina, L.L.P. did
modify its opinion to state that substantial doubt exists concerning the
registrant's ability to continue as a going concern.
There have been no disagreements with the former accountants on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
Ham, Langston & Brezina, L.L.P., would have caused them to make reference
thereto in there report on the financial statements.
During the two most recent fiscal years and the interim period to the date of
their resignation, there have been no reportable events, as that term is defined
in Item 304(a)(1)(v) of Regulation S-B.
We have provided Ham, Langston & Brezina a copy of the disclosure made in
response to this Item 4.01 and have requested that Ham, Langston & Brezina
provide a letter addressed to the Securities & Exchange Commission confirming
their agreement with the disclosure contained herein. Pursuant to our request,
Ham, Langston & Brezina has provided the letter attached hereto as Exhibit 16.1.
New Independent Accountants
- ---------------------------
On October 10, 2005, the Board of Directors unanimously voted to engage
McConnell & Jones, LLP, as our new independent accountants.
During the two most recent fiscal years and the interim period to the date of
this letter the Registrant has not consulted with McConnell & Jones, LLP,
regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on our financial statements, and neither a written report was
provided to us or oral advice was provided that the Registrant concluded was an
important factor considered by us in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) or
Regulation S-B and the related instructions to Item 304 of Regulation S-B, or a
reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation
S-B.
ITEM 9.01 Financial Statements and Exhibits.
---------------------------------
(c) Exhibits.
Exhibit 16.1 Letter from Ham, Langston & Brezina, LLP dated November 2,
2005.
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.
FIRST CAPITAL INTERNATIONAL, INC.
Date: November 2, 2005
By: /s/ Alex Genin
------------------------------------
Alex Genin
Chief Executive Officer and Director