UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2005
AUXILIO, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction if incorporation)
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000-27507 88-0350448
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(Commission File Number) (I.R.S. Employer Identification No.)
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27401 Los Altos, Suite 100, Mission Viejo, California 92691
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(Address of principal executive offices)
(949) 614-0700
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(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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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:
|_| 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 Registrant's Certifying Accountant
On December 19, 2005, we decided to engage a new auditing firm, Haskell and
White LLP, as our independent accountants to audit our financial statements. Our
Board of Directors recommended and approved the change of accountants.
Accordingly, Stonefield Josephson, Inc. was dismissed on December 19, 2005. The
decision to change accountants was determined by the Board of Directors to be in
our best interests at the current time.
During our two most recent fiscal years, and any subsequent interim periods
preceding the change in accountants, there were no disagreements with Stonefield
Josephson, Inc. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope procedure. The report on the financial
statements prepared by Stonefield Josephson, Inc. for either of the last two
years did not contain an adverse opinion or a disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting principals,
other than in the interim periods of 2005 when Stonefield Josephson, Inc.
expressed in their report substantial doubt about our ability to continue as a
going concern. However, on April 1, 2005, in connection with its audit of the
Registrant's financial statements for the fiscal year ended December 31, 2004,
Stonefield Josephson, Inc. informed the Registrant of deficiencies in its
internal controls over financial reporting that Stonefield Josephson, Inc.
considered to be material weaknesses. The deficiencies in our internal controls
relates to the timely reconciliation of income taxes required by SFAS No. 109.
We provided Stonefield Josephson, Inc. with a copy of this Current Report on
Form 8-K prior to its filing with the SEC, and requested that they furnish us
with a letter addressed to the SEC stating whether they agree with the
statements made in this Current Report on Form 8-K, and if not, stating the
aspects with which they do not agree. The Stonefield Josephson, Inc. response is
filed with this amendment to Form 8-K as Exhibit 16.1.
We have engaged the firm of Haskell and White LLP, as of December 19, 2005.
Haskell and White LLP was not consulted on any matter relating to accounting
principles to a specific transaction, either completed or proposed, or the type
of audit opinion that might be rendered on our financial statements.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits. See Below
Exhibit
Number Description
16.1 Letter from Stonefield Josephson Inc. to the Securities and Exchange
Commission, dated December 22, 2005, regarding change in certifying
accountant.
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.
AUXILIO, INC.
Date: January 17, 2006
By: /s/ Paul T. Anthony
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Name: Paul T. Anthony
Title: Chief Financial Officer
Principal Financial Officer