SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 31, 2005
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MAILKEY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
000-29331 76-0270295
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(Commission File Number) (IRS Employer Identification No.)
17194 Preston Rd.
Suite 102 PMB 341
Dallas, TX 75248
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(Address of Principal Executive Offices)
(206) 262-9545
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(Registrant's Telephone Number, Including Area Code)
Todd Van Siclen
The Otto Law Group, PLLC
900 Fourth Avenue, Suite 3140
Seattle, WA 98164
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(Name and address of agent for service)
(206) 262-9545
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(Telephone number, including area code, of agent for service)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below 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. below):
|_| 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 (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective January 31st, 2005, the Registrant notified LJ Soldinger Associates,
LLC ("LJS"), the independent accounting firm previously engaged as the principal
accountant to audit the registrant's financial statements, of its dismissal. LJS
had provided a report on the registrant's financial statements for the
transition period commencing January 1, 2004 and ending March 31, 2004. LJS's
reports did not contain any adverse opinion or disclaimer of opinion and were
not otherwise qualified or modified as to uncertainty, audit scope or accounting
principles for the prior two years, nor for the subsequent period through the
date of dismissal. 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. The reports 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 otherwise 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. During the fiscal years ended March 31, 2004 and
2003, the interim period ended June 30, 2004, and during the subsequent period
through the date of dismissal 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.
The decision to change accountants was approved by the Board of Directors of the
registrant. During the period preceding such dismissal there were no
disagreements with LJS 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 LJS, would have caused it
to make reference to the subject matter of the disagreements in connection with
this report.
The Company provided LJS with a copy of this Item and has requested that LJS
furnish the Company with a letter addressed to the Commission stating whether it
agrees with the statements by the Company in this Item and, if not, stating the
respects in which it does not agree.
Effective January 27, 2005, the registrant engaged Bagell Josephs & Company, LLC
('BJC") as the principal accountant to audit the registrant's financial
statements. During the registrant's two most recent fiscal years, and any
subsequent interim period prior to engaging BJC, neither the registrant nor
anyone on its behalf consulted BJC regarding either: (i) the application of
accounting principles to a specified transaction regarding the registrant,
either completed or proposed; or the type of audit opinion that might be
rendered on the registrant's financial statements; or (II) any matter regarding
the registrant that was either the subject of a disagreement or reportable
event.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
16.1 (The Registrant provided LJS with a copy of this Item and
has requested that LJS furnish the Registrant with a letter
addressed to the Commission stating whether it agrees with
the statements by the Registrant in this Item and, if not,
stating the respects in which it does not agree. Registrant
shall file the letter with the Commission within ten days or
within two days following its receipt)
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
Date: February 28, 2005 By: /s/ Ivan Zweig
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Ivan Zweig
Chief Executive Officer
INDEX TO EXHIBITS
Exhibit
Number Description
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16.1 Letter on change in certifying accountant
(The Registrant provided LJS with a copy of this Item and
has requested that LJS furnish the Registrant with a letter
addressed to the Commission stating whether it agrees with
the statements by the Registrant in this Item and, if not,
stating the respects in which it does not agree. Registrant
shall file the letter with the Commission within ten days or
within two days following its receipt)