1
U.S. 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): February 12, 2003
Axtion Foods, Inc.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0001-31347 98-0336674
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(Commission File No.) (IRS Employer
Identification No.)
4025 Camino Del Rio South
Suite 300
San Diego, California
760-436-3124
www.axtionfoods.com.
(Address and telephone number of
principal executive offices and place of business)
Item 1. Changes in Control of Registrant
None
Item 2. Acquisition or Disposition of Assets
None
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Accountants
On February 12, 2003 the corporation retained Amissano Hanson, a new independent
certifying accountancy firm, in place of its existing auditor, Siegal Smith,
which resigned on November 15, 2002. The reason for the resignation was that
Siegal Smith, a partnership, was dissolved. In addition, the individual
accountant from that firm who performed the audit for the corporation, David
Smith, changed his professional emphasis from auditing financial statements to
the preparation of income tax returns and thereon declined to perform any
further auditing services for Axtion or any other corporation. In accordance
with Rule 3049a)(1)(ii) of Regulation SB, Siegal Smith's report on the financial
statements for the past two years was modified as to uncertainty, audit scope,
or accounting principles.
Specifically, the audited the balance sheet of Axtion Foods, Inc. (a development
stage company) as of June 30, 2001 and the related statement of operations,
shareholders' equity (deficit) and cash flows for the year then ended and for
the period from inception (April 20, 2000) to June 30, 2001 stated that the
financial statements were prepared assuming that the company would continue as a
going concern. It was stated in note 7 that the company cannot successfully
implement its operating plan without raising additional capital. According to
Siegal Smith, this condition raised substantial doubt about the company's
ability to continue as a going concern. The financial statements did not include
any adjustments that might result from the outcome of this uncertainty.
Similarly, Siegal Smith audited the balance sheet of Axtion Foods, Inc. (a
development stage company) as of June 30, 2002, and 2001 and the related
statement of operations, shareholders' equity (deficit) and cash flows for the
year then ended and for the period from inception (April 20, 2000) to June 30,
2002. Similarly, Seigal Smith opined that these financial statements were
prepared assuming that the company would continue as a going concern. As
discussed in Note 9 to the financial statements, the auditor said the company
cannot successfully implement its operating plan without raising additional
capital. This condition raises substantial doubt about its ability to continue
as a going concern. The financial statements did not include any adjustments
that might result from the outcome of this uncertainty.
The change in the principal accountant was recommended by the corporation's
board of directors. As of the date of resignation, November 15, 2002, there were
no disagreements with the former accountant, whether or not resolved, on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the former accountant's
satisfaction, would have caused it to make reference to the subject matter of
the disagreement(s) in connection with its report.
The former accountant had not advised the corporation that: internal controls
necessary to develop reliable financial statements did not exist; or information
had come to the attention of the former accountant which made the accountant
unwilling to rely on management's representations, or unwilling to be associated
with the financial statements prepared by management; or the scope of the audit
should be expanded significantly, or information had come to the accountant's
attention that the accountant had concluded will, or if further investigated
might, materially impact the fairness or reliability of a previously issued
audit report or the underlying financial statements, or the financial statements
issued or to be issued covering the fiscal period(s) subsequent to the date of
the most recent audited financial statements (including information that might
preclude the issuance of an unqualified audit report), and the issue was not
resolved to the accountant's satisfaction prior to its resignation or dismissal.
Furthermore, the corporation did not consult with Amissano Hanson regarding the
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the
corporation's financial statements and either written or oral advice was
provided that was an important factor considered by the corporation in reaching
a decision as to the accounting, auditing or financial reporting issue.
Item 5. Other Events
None
Item 6. Resignation & Appointment of Directors
None
Item 7. Financial Statements Pro Forma Financial & Exhibits
Exhibits
16 Letter From Seigal Smith
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.
Axtion Foods, Inc.
By: /s/ Julia I. Reynolds
Julia I. Reynolds, President
Dated: February 24, 2003
Exhibit 16
February 24, 2003
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Re: Axtion Foods, Inc.
We have been furnished with a copy of the Regulation SB Rule 304 Disclosure
regarding change in auditors in the Form 8-KAof Axtion Foods, Inc. We agree with
the statements made therein by Axtion Foods, Inc. in response to Rule 304(a)(3)
of Regulation SB.
Yours truly,
/s/ Seigal Smith
Seigal Smith