8-K: Current report filing
Published on January 18, 2011
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
Report (Date of earliest event reported): January 11, 2011
CommerceTel
Corporation
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-53851
|
26-3439095
|
|
(State
or Other Jurisdiction
|
(Commission
File
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Number)
|
Identification
Number)
|
8929 Aero
Drive, Suite E
San Diego, CA
92123
(Address
of principal executive offices) (zip code)
(866)622-4261
(Registrant’s
telephone number, including area code)
4600
Lamont Street #4-327
San Diego, CA 92109-3535
(Former
name or former address, if changed since last report)
Copies
to:
Louis A.
Brilleman, Esq.
1140
Avenue of the Americas, 9th
Floor
New York,
New York 10036
Phone:
(212) 584-7805
Fax:
(646) 380-6899
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):
| 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)) |
On
January 11, 2011, CommerceTel Corporation (the “Company”) dismissed its
auditors, Seale and Beers, CPAs (the "Former Accountant"). Effective
January 11, 2011, the Company engaged Mayer Hoffman McCann P.C. (the "New
Accountant"), as its independent certified public accountant. The
Company's decision to dismiss the Former Accountant and retain the New
Accountant was approved by its Board of Directors on January 10,
2011.
The
Former Accountant’s report on the financial statements for the fiscal years
ended September 30, 2010 and September 30, 2009 was not subject to an adverse or
qualified opinion or a disclaimer of opinion and were not modified as to
uncertainty, audit scope or accounting principles for the fiscal years then
ended, except that the Former Accountant’s report on the financial statements as
of September 30, 2010 and September 30, 2009 contained explanatory language that
substantial doubt existed about the Company’s ability to continue as a going
concern due to the Company’s accumulated deficit and the absence of revenues
since inception.
During
the two most recent fiscal years and any subsequent interim period there were no
reportable events as the term is described in Item 304(a)(1)(v) of Regulation
S-K.
During
the two most recent fiscal years and any subsequent interim period there were no
disagreements with the Former Accountant on any matters of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which, if not resolved to the satisfaction of the Former Accountant would have
caused it to make reference to the subject matter of the disagreements in
connection with its reports on these financial statements for those
periods.
The
Company did not consult with the New Accountant regarding the application of
accounting principles to a specific transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements, and no written or oral advice was provided by the New Accountant
that was a factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issues.
The
Company has requested that the Former Accountant furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. The requested letter is attached as Exhibit 16.1 to this
Form 8-K.
Item
9.01 Financial Statements and Exhibits.
Not
applicable.
(b) Pro
forma financial information.
Not
applicable.
|
Exhibit
Number
|
Description
|
|
|
16.1
|
Letter
from Former Accountants dated January 14, 2010.
|
|
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| COMMERCETEL CORPORATION | |||
|
January
14, 2011
|
By:
|
/s/ Dennis
Becker
|
|
| Chief Executive Officer | |||