UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-K/A
----------
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)
000-27507 88-0350448
- --------------------------------------------------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
27401 Los Altos, Suite 100, Mission Viejo, California 92691
-----------------------------------------------------------
(Address of principal executive offices)
(949) 614-0700
--------------
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
----------
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 & White
LLP, as our independent registered public accounting firm 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. Stonefield Josephson's report
on the Company's financial statements 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. In addition,
we identified deficiencies in our internal controls over financial reporting
that we considered to be material weaknesses. The material weaknesses 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 & White LLP as of December 19, 2005. During
our two most recent fiscal years, and any subsequent interim periods preceding
the change in accountants, Haskell & 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 24, 2006
By: /s/ Paul T. Anthony
-------------------
Name: Paul T. Anthony
Title: Chief Financial Officer
Principal Financial Officer