SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-KA
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report: March 8, 2005 revision of filing dated February 15, 2005
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, 2005 ActiveCore dismissed the services of
Weinberg & Company P.A. ("Weinberg") the independent auditor of ActiveCore
Technologies Inc. (the "Company") for the last 6 years as a result of the new
engagement of BDO Global as its world wide auditors. On February 10, 2005 the
Company received a response advice from Weinberg to cease its engagement with
the company due to the appointment of BDO Global. 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 years ended December 31, 2003 and 2002 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 each year end report contained a
modification paragraph that expressed substantial doubt about the Company's
ability to continue as a going concern.
During the fiscal years ended December 31, 2002 and 2003, and through the third
quarter ended September 30, 2004, of the Company's current fiscal year ending
December 31, 2004, and through to the date that the company dismissed Weinberg,
February 9, 2005, 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 dismissal 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 March 8, 2005, is filed as Exhibit 16.1 to this Form 8-KA.
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 March 8, 2005
16.2 Letter to the SEC dated March 8, 2005 clarifying events
concerning the dismissal of former auditors and hiring of
new auditors
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: March 8, 2005 ActiveCore Technologies, Inc.
By: /s/ Peter J. Hamilton
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Name: Peter J. Hamilton
Its: President and CEO