SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED) :MARCH 24, 2004
COMMISSION FILE NO. 0-29019
INTERACTIVE MARKETING TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 22-3617931
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
12400 VENTURA BLVD., # 645, STUDIO CITY, CALIFORNIA 91604
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(818) 618-3038
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(ISSUER TELEPHONE NUMBER)
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FORMER NAME AND ADDRESS
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
For the fiscal year ended February 28, 2001, the firm of Corbin & Wertz
("Corbin") served as the Registrant's auditors. Corbin had served as the
Registrant's auditor since April 6, 2001, after succeeding Moore Stephens, P.C.
("Moore"), who had served as the Registrant's auditor since April 7, 1999. Moore
audited the Registrant's financial statements for the fiscal year ended February
29, 2000. The change of auditors from Moore to Corbin was previously reported on
the Forms 8-K filed with the Commission on April 24, 2001 and February 7, 2001.
On January 16, 2002, the Registrant dismissed Corbin as the Registrant's
independent auditor and engaged Chisholm & Associates, Certified Public
Accountants ("Chisholm") as the Registrant's new independent auditor. However,
Chisholm did not audit any fiscal or interim period or issue a report with
respect thereto. The change of auditors from Corbin to Chisholm was previously
reported on the Form 10-QSB, Item 5, Other Information, for the quarter ended
November 30, 2001, filed with the Commission on January 22, 2002. Effective
March 23, 2004, the Board of Directors of the Registrant approved a change of
accountants. On that date, management of the Registrant dismissed Chisholm and
engaged Malone & Bailey, PLLC of Houston, Texas ("Malone") as its principal
independent public accountant to audit its financial statements for the fiscal
years ended February 28, 2002 and 2003 and February 29, 2004. Malone is
succeeding Chisholm.
Corbin's report on the financial statements of the Registrant for the fiscal
year ended February 28, 2001 did not contain any adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope
or accounting principles except for concerns about the Registrant's ability to
continue as a going concern. The same is true of Moore's report on the
financials statements of the Registrant for the fiscal year ended February 29,
2000.
As previously reported on Form 10-QSB, in connection with the audit of the
Registrant's fiscal year ended February 28, 2001 and any later interim period,
including the interim period up to and including the date the relationship with
Corbin ceased, there have been no disagreements with Corbin on any matters of
accounting principles or practices, financial statement disclosure of auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of Corbin would have caused Corbin to make reference to the subject matter of
the disagreement(s) in connection with its report on the Registrant's financial
statements. The same is true of Moore's report on the financials statements of
the Registrant for the fiscal year ended February 29, 2000 and any later interim
period up to and including the date the relationship with Moore ceased as
previously reported on Form 8-K filed with the Commission on February 7, 2001.
There were no reportable events as defined in Item 301(a)(1)(v) of Regulation
S-K during the fiscal years ended February 28, 2001 and February 29, 2000.
The Company has authorized Chisholm to respond fully to any inquiries of any new
auditors hired by the Company relating to their engagement as the Company's
independent accountant. The Company has requested that Chisholm review the
disclosure and Chisholm has been given an opportunity to furnish the Company
with a letter addressed to the Commission containing any new information,
clarification of the Company's expression of its views, or the respect in
which it does not agree with the statements made by the Company herein. Such
letter is filed as an exhibit to this Report.
The Registrant previously authorized Corbin to respond fully to any inquiries of
any new auditors hired by the Registrant relating to their engagement as the
Registrant's independent accountant. The Registrant requested that Corbin
review the disclosure and Corbin was given an opportunity to furnish the
Registrant with a letter addressed to the Commission containing any new
information, clarification of the Registrant's expression of its views, or
the respect in which it did not agree with the statements made by the
Registrant in the report on Form 10-QSB filed with the Commission on January
22, 2002 . Such letter was filed as an exhibit to such Form 10-QSB.
The Registrant previously authorized Moore to respond fully to any inquiries of
any new auditors hired by the Registrant relating to their engagement as the
Registrant's independent accountant. The Registrant requested that Moore review
the disclosure and Moore was given an opportunity to furnish the Registrant
with a letter addressed to the Commission containing any new information,
clarification of the Registrant's expression of its views, or the respect
in which it did not agree with the statements made by the Registrant in the
report on Form 8-K filed with the Commission on February 7, 2001. Such letter
was filed as an exhibit to such Form 8-K.
The Registrant has not previously consulted with Malone regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or (ii) the type of audit opinion that might be rendered
on the Registrant's financial statements; or (iii) any matter that was either
the subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) between the Registrant and
Chisholm, the Registrant's previous independent accountant, as there were no
such disagreements or an other reportable event (as defined in Item 304(a)(1)(v)
of Regulation S-K) during the fiscal year ended February 28, 2001 and any later
interim period, including the interim period up to and including the date the
relationship with Chisholm ceased. Neither has the Registrant received any
written or oral advice concluding there was an important factor to be considered
by the Registrant in reaching a decision as to an accounting, auditing, or
financial reporting issue. Malone has reviewed the disclosure required by Item
304(a) before it was filed with the Commission and has been provided an
opportunity to furnish the Registrant with a letter addressed to the Commission
containing any new information, clarification of the Registrant's expression of
its views, or the respects in which it does not agree with the statements made
by the Registrant in response to Item 304(a). Malone did not furnish a letter to
the Commission.
c) Exhibits:
16.1 Letter of agreement from Chisholm & Associates, Certified Public
Accountants
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERACTIVE MARKETING TECHNOLOGY, INC.
April 21, 2004
/s/ Martin Goldrod
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Martin Goldrod
Chief Executive Officer
Exhibit 16.1
CHISHOLM & ASSOCIATES
Certifies Public Accountants
A Professional P.O. Box 540216 Office (801) 292-8756
Corporation North Salt Lake, Utah 84054-0216 Fax (801) 292-8809
April 16, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the statements made under Item 4 of Form 8-K of
Interactive Marketing Technology, Inc. dated April 15, 2004, relating to
Chisholm & Associates, Certified Public Accountants.
/s/ Chisholm & Associates
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Chisholm & Associates