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 the earliest event reported: JULY 6, 2004
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MAILKEY CORPORATION
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(Exact Name of Small Business Company as Specified in Its Charter)
Commission file number: 000-29331
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NEVADA 76-0270295
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(State or Other Jurisdiction of (IRS Employer
Incorporation of Organization) Identification Number)
130 SHAFTESBURY AVENUE
LONDON, ENGLAND W1B 5EU
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(Address of Principal Executive Offices)
011-44-2070-310821
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(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) DISMISSAL OF INDEPENDENT ACCOUNTANT.
(i) On July 6, 2004, the Board of Directors of MailKey Corporation
(the "Company") dismissed Spicer, Jeffries & Co., LLP ("Spicer Jeffries") as the
Company's independent accountant.
(ii) The report of Spicer Jeffries regarding the Company's financial
statements for the fiscal year ended March 31, 2003 (Spicer Jeffries did not
conduct an audit of the Company's financial statements for the fiscal year ended
March 31, 2004) did not contain any adverse opinion or disclaimer of opinion and
were not modified as to uncertainty, audit scope or accounting principles,
except that such report was modified to express substantial doubt about the
Company's ability to continue as a going concern.
(iii) During the fiscal years ended March 31, 2004 and 2003, and the
interim period ended June 30, 2004, there were no disagreements with Spicer
Jeffries on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, that, if not resolved to
the satisfaction of Spicer Jeffries, would have caused it to make reference
thereto in the reports regarding the Company's financial statements for such
years.
(iv) The Company has requested that Spicer Jeffries furnish the
Company with a letter addressed to the Securities and Exchange Commission
("SEC") stating whether it agrees with the above statements and, if it does not
agree, the respects in which it does not agree. A copy of such letter, dated
July 12, 2004, is filed as Exhibit 16.1 to this Form 8-K.
(b) ENGAGEMENT OF INDEPENDENT ACCOUNTANT.
(i) On July 6, 2004, the Board of Directors of the Company engaged L
J Soldinger Associates, LLC as its independent accountant.
(ii) During the fiscal years ended March 31, 2004 and 2003, and the
interim period ended June 30, 2004, the Company did not consult L J Soldinger
Associates, LLC regarding the application of accounting principles to a specific
completed or contemplated transaction or regarding the type of audit opinion
that might be rendered by L J Soldinger Associates, LLC on the Company's
financial statements, and L J Soldinger Associates, LLC did not provide any
written or oral advice that was an important factor considered by the Company in
reaching a decision as to any such accounting, auditing or financial reporting
issue.
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.
MAILKEY CORPORATION
Dated: July 12, 2004 /s/ Roger B. Ponting
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Roger B. Ponting
Chief Financial Officer