SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: FEBRUARY 14, 2004
ACTIVECORE TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NEVADA 000-30397 65-6998896
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
156 FRONT STREET WEST, SUITE 210
TORONTO, ONTARIO, M5J 2L6
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(Address of principal executive offices)
(416)-252-6200
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(Registrant's Executive Office Telephone Number)
Check the appropriate box below if the Form 8K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions
[X ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
FEBRUARY 9, 2005
CHANGE IN ACCOUNTANT, FINANCIAL STATEMENTS AND EXHIBITS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) By letter dated February 9, 2004 ActiveCore terminated the services of
Weinberg & Company P.A. ("Weinberg") the independent auditor of ActiveCore
Technologies Inc. (the "Company") for the last 6 years. Subsequently the Company
received a response advice that Weinberg has also terminated its engagement with
the company. The company has accepted a proposal from BDO Dunwoody LLP the
Canadian regional representative of BDO Global Coordination BV to become
worldwide auditors commencing with the audit for the fiscal year ended December
31, 2004.
The reports of Weinberg on the Company's consolidated financial statements as of
and for the fiscal years ended December 31, 2003, 2002 and 2001 did not contain
any adverse opinion or a disclaimer of opinion, nor were they qualified or
modified as to audit scope or accounting principles however in each fiscal year
end report the company did include a going concern note due to the nature of its
financial standing.
During the fiscal year ended December 31, 2003, and through September 30, 2004,
of the Company's current fiscal year ending December 31, 2004, there were no
disagreements with Weinberg on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Weinberg's satisfaction, would have caused Weinberg to make
reference to the subject matter in connection with their report on the Company's
consolidated financial statements for such periods; and there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
As indicated in the press release of February 9, 2005, the Audit Committee of
the Company's Board of Directors has chosen BDO Global as its new auditors and
has authorized the termination of audit services by Weinberg. The choice of
auditors was made in order to streamline the auditing process now that
ActiveCore has substantial international operations in the UK and Canada in
addition to the US.
The Company provided Weinberg with a copy of the foregoing disclosures and
requested Weinberg to furnish it with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the above statements. A copy
of that letter, dated February 10, 2005, is filed as Exhibit 16.1 to this Form
8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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10.1 Copy of Press Release re change of auditors
16.1 Letter Re Change in Certifying Accountant: Letter from
Weinberg & Company P.A. to the Securities and Exchange
Commission dated February 9, 2005
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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.
Dated: February 14, 2005 IVP TECHNOLOGY CORPORATION
By: /s/ Peter J. Hamilton_____
Name: Peter J. Hamilton
Its: President and CEO
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