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EX-16 - XFormity Technologies, Inc.exhibit161mk.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549




FORM 8-K/A-1


CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  May 21, 2013




XFORMITY TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)



       Colorado       

       0-23391      

    84-1434313    

(State or other jurisdiction
of incorporation)

Commission File
Number

(I.R.S. Employer Identification number)



2005 Keats Lane, Highland Park, IL  60035
(Address of principal executive offices, including zip code)
Issuer's Telephone No., including area code: 847 579 0770


4100 Spring Valley Road, Suite 800,  Dallas, Texas 75244 

Former name, former address, and former fiscal year, 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:


___

Written communications pursuant to Rule 425 under the Securities Act

___

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

___

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

___

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act





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ITEM 4.       CHANGES IN REGISTRANT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS


Effective May 21, 2012, the Company’s independent auditors M&K CPAS, LLC (“MK”) informed the Company that they resigned as the Company’s independent registered public accountants under circumstances constituting a disagreement with management over accounting principles within the meaning of Item 304 (a)(1)(iv) of Regulation S-K.  The disagreement concerns the proper accounting treatment of the Company’s discontinued operations and subsequent disposal of substantially all of its assets. The Company’s newly appointed Director, Chief Executive Officer and Chief Financial Officer discussed subject matter of the disagreement with MK;  the subject matter of disagreement was not discussed by the Company’s board of directors as a whole or the audit committee of the board, which has not been appointed.  The Company has authorized MK to discuss the matter of disagreement with the Company’s successor accountants disclosed below.


Except as described below, the audit reports of MK on the consolidated financial statements of XFormity Technologies, Inc. and Subsidiary as of and for the fiscal years ended June 30, 2008, 2009, 2010, 2011 and 2012 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to audit scope or accounting principles.  MK’s  audit report relating to MK’s audit of XFormity’s consolidated financial statements for the fiscal years ended June 30, 2007 through 2012 each included an emphasis paragraph relating to an uncertainty as to XFormity’s ability to continue as a going concern.


Except as disclosed above, in connection with the audit of the Company’s consolidated financial statements for the fiscal years ended June 30, 2007 through 2012, there were: (1) no disagreements between XFormity and MK on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of MK, would have caused MK to make reference to the subject matter of the disagreement in their reports on XFormity’s consolidated financial statements for such years, and (2) no reportable events within the meaning set forth in Item 304 (a)(1)(iv) of Regulation S-K or Item 304 (a)(1)(v) of Regulation S-K.


XFormity has provided MK a copy of the disclosures and MK has provided its response letter pursuant to Item 304(a)(i) of Regulation S-K, a copy of which is filed as an exhibit hereto.


On May 23, 2013, the Board of Directors of the Company approved the engagement of Silberstein Ungar, PLLC (“Silberstein”) to assume the role of its new independent registered accountant.  Prior to the firm’s engagement ,the Registrant did not consult with Silberstein  with regard to:


(1)

the application of accounting principles to a specified transaction, either completed or proposed: or the type of audit opinion that might be rendered on Registrant’s financial statements; or

(2)

any matter that was either the subject of a disagreement or a reportable event (as described in Item 304(a) (1) (iv) of Regulation S-K.


ITEM 7:       EXHIBITS


 

(c)

Exhibit

 

 

 

 

Item

Title

 

 

 

 

16.0

Pursuant to Item 304(a)(i) of Regulation S-K, of the Regulations under the Securities Exchange Act of 1934, as amended, the Registrant files herewith the letter of M&K CPAS, PLLC, former accountants to the Company.





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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 thereunto duly authorized.


 

 

XFormity Technologies, Inc.(Registrant)

 

 

 

 

 

Dated: June 5, 2013

 

/s/ Sheldon Drobny
Sheldon Drobny, President

 

 

 

 




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