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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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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 29, 2004
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Small Town Radio, Inc.
(Exact Name of Registrant as Specified in Charter)
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Nevada 000-30805 84-1125214
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3500 Lenox Road, NE, Suite 1500, Atlanta, GA 30326
(Address of Principal Executive Offices) (Zip Code)
Registrants' telephone number, including area code: (404) 419-2440
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions ( see General Instruction A.2.):
|_| 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
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Table of Contents
Section 1 - Registrant's Business and Operations
Section 2 - Financial Information
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Independent Accountant
Section 5 - Corporate Governance and Management
Section 9 - Financial Statements and Exhibits
Exhibit 9.01 Letter regarding change of Independent Accountant Signatures
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Item 1.03. Bankruptcy or Receivership
On May 18, 2003, the company filed a voluntary petition for relief under
Chapter 11 of the bankruptcy code. The Company remained as a
debtor-in-possession. The United States Trustee filed a Second Motion to Dismiss
the case in March 2004 citing the facts that he Company did not file a
disclosure statement and plan of reorganization in conformity with 11 U.S.C. ss.
1121(b) nor did the Company file Monthly Operating Reports after October 2003 in
accordance with Bankruptcy Rule 2015 and Operating Guidelines of the United
Trustee. Without objection from the Company, the case was dismissed April 29,
2004.
Item 2.01. Acquisition of Disposition of Assets
On November 19, 2003, Small Town Radio, Inc. and its subsidiary
(collectively "the Company") entered into a Second Amendment to Asset Purchase
Agreement ("the Agreement"). Under the terms of the Agreement, the Company sold
all of the assets related to WDGR-AM licensed in Dahlonega, Georgia to USK
Broadcasting, Inc. in exchange for cash in the amount of $270,000 and a note in
the amount of $30,000 due and payable on January 19, 2004 and a second note in
the amount of $100,000 due and payable November 19, 2004.
WDGR-AM was the Company's sole operating asset.
Item 4.01. Changes in Registrant's Independent Accountant.
On November 6, 2003, Bridges & Dunn-Rankin, LLP resigned as Small Town
Radio Incorporated's ("STWIQ") independent accountants, and on December 6, 2004,
the Board of Directors of Small Town Radio approved the engagement of Stark
Winter Schenkein & Co., LLP as its independent accountants.
Bridges & Dunn-Rankin, LLP were the independent accountants for the
Registrant for the report for the fiscal year ended June 30, 2002. The report of
independent accountants issued by Bridges & Dunn-Rankin, LLP for the years ended
June 30, 2002 and 2001 disclosed an uncertainty regarding the company's ability
to continue as a going concern.
The Company has not filed an annual report on Form 10-KSB for the fiscal
year ended June 30, 2003, and June 30, 2004 as of the date of this report and
Bridges & Dunn-Rankin, LLP has not performed any audit procedures with respect
to the years then ended.
During the two fiscal years ended June 30, 2001 and June 30, 2002, and
subsequent interim period through the date of this report, there were no
disagreements with Bridges & Dunn-Rankin, LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to Bridges & Dunn-Rankin, LLP's
satisfaction would have caused them to make reference to the subject matter of
the disagreement(s) in connection with its report.
On March 5, 2003, Bridges & Dunn-Rankin, LLP informed the Board of
Directors they had noted material weaknesses in the Company's internal controls
during the interim period after June 30, 2002.
The Registrant has provided to Bridges & Dunn-Rankin, LLP its former
accountants, a copy of the disclosures contained in this Item 4 and the
Registrant has received a letter from Bridges Dunn-Rankin, LLP, addressed to the
Commission, confirming the statements made by the Registrant in this Item 4. A
copy of such letter is attached hereto.
During the two fiscal years of the Registrant ended June 30, 2002 and the
subsequent period hereto, Small Town Radio did not consult with Stark Winter
Schenkein & Co., LLP regarding any matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-B.
Item 5.02(b). Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On June 4, 2004, the following members of the board of directors resigned
from their position in order to pursue other interests: William Fleming, John
McMullan, and Eric J. Froistad. None of these directors resigned because of any
disagreement with the Company or its officers and directors. Their seats on the
board shall remain vacant until the next regularly scheduled vote of the
Company's shareholders.
Item 5.02(c). Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On December 27, 2004, the Board of Directors approved the appointment of
Frederick J. Alger, C.P.A. as Chief Financial Officer of the Company. Prior to
his appointment, Mr. Alger served as Chief Financial Officer of Orbit Brands
Corporation (NASDAQ:OBTV). Mr. Alger's holds an MBA in Finance from Loyola
College, and a B.S. in accounting from the University of Maryland. Mr. Alger
also served in the United States Marine Corps from 1983-1989.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from Bridges & Dunn-Rankin, LLP
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.
Small Town Radio
(Registrant)
Dated: December 29, 2004 By: /s/ Daniel W. Hollis
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Daniel W. Hollis,
President and CEO