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) February 13, 2007
XCORPOREAL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-31608
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98-0349685 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
11150 Santa Monica Blvd., Suite 340
Los Angeles, California 90025
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 738-5138
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.1 3e-4(c)) |
Item 4.01 Changes in Registrant’s Certifying Accountant
Effective February 13, 2007, we dismissed Amisano Hanson, Chartered Accountants, and appointed BDO
Seidman, LLP as our independent registered public accounting firm.
The decision regarding the end of the Amisano Hanson engagement and the commencement of the BDO
Seidman, LLP engagement was made and approved by the Audit Committee of our Board of Directors
after consideration of our current needs and position, including moving our operations from Canada
to the United States during 2006, and the interpretation by the staff of the Securities and
Exchange Commission interpreting Article 2 of regulation S-X to require the audit report on the
financial statements of a registrant that is not a foreign private issuer to be rendered ordinarily
by an auditor licensed in the United States.
During our two most recent fiscal years, we did not consult with BDO Seidman, LLP regarding any of
the matters or events set forth in Item 304(2)(2)(i) and (ii) of Regulation S-K.
Amisano Hanson’s reports on our consolidated financial statements for each of the fiscal years
ended December 31, 2005 and 2004 did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting principles, except
that they expressed substantial doubt about our ability to continue as a going concern.
In connection with the audits of the fiscal years ended December 31, 2005 and 2004 and the interim
period through September 30, 2006, there have been no disagreements between us and Amisano Hanson
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 Amisano Hanson,
would have caused it to make reference in connection with their opinion to the subject matter of
the disagreements.
We have provided Amisano Hanson with a copy of the foregoing disclosures, and requested that
Amisano Hanson furnish a letter addressed to the Securities and Exchange Commission stating whether
it agrees with the above statements, and if not, stating the respects in which it does not agree.
Attached as Exhibit 16.1 is a copy of Amisano Hanson’s letter, dated February 13, 2007, stating its
agreement with such statements.
Item 9.01 Financial Statements and Exhibits
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Description |
16.1
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Letter from Amisano Hanson dated February 13, 2007 |