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
Date of Report (Date of earliest event reported):
February 27, 2004 (February 25, 2004)
Availent Financial, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-02252 13-1976670
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(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
2720 Stemmons Freeway, South Tower, Suite 600
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Dallas, TX 75007
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 637-2972
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(Former name or former address, if changed since last report): Not Applicable
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Item 4. Change in Registrant's Certifying Accountant.
(a)(1) Effective February 25, 2004, Availent Financial, Inc. (the
"Registrant") dismissed Massella and Associates, CPA, PLLC ("Massella") as the
Company's certifying accountants. The Registrant's Audit Committee and Board of
Directors have approved this action.
The reports of Massella on the Registrant's financial statements for the
fiscal year ended December 31, 2002 contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles, except that their report expressed substantial doubt as
to the Registrants ability to continue as a going concern.
During the Registrant's most recent fiscal year ended December 31, 2002,
and through February 25, 2004, there were no disagreements with Massella on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Massella, would have caused Massella to make reference thereto
in connection with its reports on the financial statements for such year; and
there were no reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K.
The Registrant delivered a copy of this Form 8-K report to Massella on
February 26, 2004. Concurrently therewith, the Registrant requested that
Massella furnish it with a letter addressed to the Securities and Exchange
Commission (the "SEC") stating whether it agrees with the above statements and,
if not, stating the respects in which it does not agree. Attached hereto as
Exhibit 16.1 is a copy of the letter of Massella to the SEC dated February 27,
2004.
(a)(2) On February 27, 2004, the Registrant engaged KBA Group LLP as its
new independent accountant. The Registrant's Audit Committee and Board of
Directors have approved this action.
During the Registrant's two most recent fiscal years ended December 31,
2001 and December 31, 2002, respectively, and through February 26, 2004, neither
the Registrant nor any person on the Registrant's behalf has consulted with KBA
Group LLP regarding: (i) the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered on the Registrant's financial statements, or (ii) any matter that
was the subject of a disagreement or event described in Items 304(a)(1)(iv) or
(v) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
Exhibit Description of Exhibit
Number
16.1 Letter from Massella and Associates, CPA, PLLC to the SEC, dated
February 27, 2004, 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.
AVAILENT FINANCIAL, INC.
Dated: March 3, 2004 By: /s/ Bruce A. Hall
Name: Bruce A. Hall
Title: Chief Financial Officer