SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
(AMENDED July 15, 2003)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 25, 2003
SITI-Sites.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-15596 75-1940923
(State or other jurisdiction (Commission IRS Employer
of incorporation or organization) File Number) Identification No.)
111 Lake Avenue, Suite 7, Tuckahoe, New York 10707
(Address of principal executive offices)
Registrant's telephone number, including area code (212) 925-1181
(Former name or former address, if changed since last report)
Item 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT (Amended July 15, 2003)
1. On June 25, 2003, SITI-Sites.com, Inc. ("Company" or "Registrant") formally
notified its auditors, McGladrey & Pullen, LLP ("M&P") that the Company was
changing its status to an Inactive Registrant. Therefore, the Company would no
longer require their services as auditors for the Company for reasons described
below.
2. As a result of the Company's liquidation and reasons discussed below, the
Company's management has determined that it is an inactive entity (See Form 10-K
for fiscal 2003 (Unaudited) "Item 1. Business - Inactive Entity"). The Company
meets all of the criteria as set forth below except as noted:
(a) Gross receipts from all sources for the fiscal year ended March 31,
2003 are not in excess of $100,000;
(b) The registrant has not purchased or sold any of its own stock, granted
options therefore, or levied assessments upon outstanding stock; (1)
(c) Expenditures for all purposes for the fiscal year ended March 31, 2003
are not in excess of $100,000; (2)
(d) No material change in the business has occurred during the fiscal
year, including any bankruptcy, reorganization, readjustment or succession or
any material acquisition or disposition of plants, mines, mining equipment, mine
rights or leases; and
(e) No exchange upon which the shares are listed, or governmental
authority having jurisdiction, requires the furnishing to it or the publication
of audited financial statements.
(1) During the last fiscal year, the Company had no source of funding to
cover its expenses which were almost entirely audit and stock transfer expenses,
and Chairman/CEO Powers, who may be deemed to beneficially own approximately 48%
of the Company's outstanding stock, and another investor provided funding to the
Company. All of the shares issued are legended and neither investor, has any
intention of selling the stock publicly in the foreseeable future. (See "Item 1.
Business - Inactive Entity")
(2) Operating expenses of approximately $260,000 include approximately
$185,000 of contributed services and rent. The Company recorded such $185,000 as
a contribution of capital because there was no cash outlay for such expenses.
3. M&P's reports on the Company's financial statements for each of the fiscal
years ended March 31, 2002 and 2001did not contain an adverse opinion or
disclaimer of opinion but was modified as to accounting principles with respect
to the liquidation basis of accounting adopted by the Company subsequent to
December 31, 2001. During the fiscal years ended March 31, 2002 and 2001 and
subsequently through the date of its dismissal, there were no disagreements with
M&P on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to M&P's
satisfaction, would have caused them to make reference to the subject matter in
connection with their report on the Company's financial statements for such
years. The Company requested McGladrey & Pullen, LLP to furnish the Company with
a letter addressed to the Securities and Exchange Commission stating whether M&P
agreed with certain statements. A copy of the letter from McGladrey & Pullen,
LLP to Securities and Exchange Commission dated July 8,2003 stating whether or
not it agrees with the above statements is included in Exhibit 16.1 to this
report.
Item 7. Financial Statements and Exhibits
c. Exhibits (Amended July 15, 2003)
16.1 Letter from McGladrey & Pullen, LLP dated July 8, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amended report to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated: July 15, 2003
SITI-Sites.com, Inc.
By /s/ Lawrence M. Powers
----------------------
Lawrence M. Powers
Chief Executive Officer and
Chairman of the Board of Directors