Attached files
| file | filename |
|---|---|
| EX-16.1 - ITRACKR SYSTEMS INC | v197157_ex16-1.htm |
UNITED
STATES
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): September 21, 2010
ITRACKR
SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
|
Florida
|
000-52810
|
05-0597678
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
20423
State Road 7, Suite F6-490, Boca Raton, FL
|
33498
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (561) 962-4111
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)).
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review
On August
27, 2008, iTrackr Systems, Inc. (the “Company”) filed Form 8-K under Item 4.01.
Changes in Registrant’s
Certifying Accountant whereby the revocation of the registration of the
former auditor, Traci J. Anderson, CPA by the Public Company Accounting
Oversight Board necessitated that the Company have its new independent
registered public accounting firm, Bedinger and Company (“Bedinger”) re audit
our fiscal year 2009 and 2008 financial statements. As a result of
the re audit, on September 8, 2010, Bedinger proposed and the Company’s board
agreed to one adjustment that will result in a $67,500 increase to stock
compensation expense related to 150,000 shares of common stock issued for
services that were originally expensed using a value of $0.05 per share in
December 2009 and based on the value of services performed. The
auditor concluded that the fair value should be $0.50 per share since $0.50 was
the value per share used in recent debt conversions. The auditor also
concluded that the misstatement was material and will necessitate a restatement
of our 2009 financial statements and all SEC filings which include our 2009
financial statements.
As a
result of the foregoing, the board concluded, that the Company’s unaudited
interim financial statements for the quarterly periods ended June 30, 2010 and
March 31, 2010, as well as its audited financial statements for the year ended
December 31, 2009, and related Form 10-Q, 10-K and S-1/A should no longer be
relied on and should be restated.
We
anticipate filing amendments to Forms 10-Q and 10-K to reflect this adjustment
in the near future. We anticipate filing an amendment to Form S-1/A
in October to include our most recent interim financial statements for the three
and nine months ended September 30, 2010.
The
modifications to the restated financial statements relate to stock compensation
expense on our statement of operations and common stock payable on our balance
sheet for the year ended December 31, 2009. The change affects two of
the elements of cash flow from operations, the effect of which will be to
increase net loss in 2009 by $67,500 and increase non cash operating activities
by the same amount. The modification will not have any impact to net cash
flow from operations as reported in the statements of cash
flows.
The
Company’s independent auditors, Bedinger are still auditing and reviewing the
Company’s annual and interim financial statements. As such,
management cannot currently provide any assurance that further analysis will not
reveal additional errors which impact the Company’s previously issued financial
statements.
Forward-Looking
Statements
Forward-looking
statements in this 8-K are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include the statements regarding potential errors in previously
issued financial statements; the nature, magnitude and scope of potential errors
and the Company's investigation and analysis of such potential errors. These
statements are just predictions reflecting management’s current judgment and
involve risks and uncertainties, such that actual results may differ
significantly. These risks include, but are not limited to, additional actions
resulting from the Company's continuing internal review, as well as the review
and audit by the Company's independent auditors of restated financial
statements, if any, and actions resulting from discussions with or required by
the Securities and Exchange Commission, along with other risks and uncertainties
discussed in the Company’s Annual Report on Form 10-K for the fiscal 2009 and
the Company’s Quarterly Reports on Form 10-Q for subsequent quarters. The
Company disclaims any obligation to update any forward-looking
statements.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits. The
following exhibit is being filed herewith this Current Report on Form
8-K/A
16.1
Letter from Bedinger and Company to the Securities and Exchange Commission dated
September 21, 2010.
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.
|
ITRACKR
SYSTEMS, INC.
|
|||
|
Date:
September 21, 2010
|
By:
|
/s/
John Rizzo
|
|
|
John
Rizzo, CEO
|
|||