form8ka.htm
U.S.
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) March 28, 2008
____________________
Commission
File No. 1-13134
AMERICAN
NORTEL COMMUNICATIONS, INC.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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87-0507851
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(State
or other jurisdiction of
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(IRS
Employer Identification No.)
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incorporation
or organization)
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7975
North Hayden Road, Suite D-333
Scottsdale,
AZ 85253
(Address
of principal executive offices)
(480)
945-1266
(Issuer’s
telephone number)
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):
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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
240.13e-4(c))
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Item
4.01 Changes in Registrant's Certifying Accountant.
Dismissal of Epstein Weber and Conover
PLLC as the
Registrant's independent accountants
American
Nortel Communications, Inc. (the "Company") has terminated its engagement of
Epstein Weber and Conover PLLC (Successor firm to Weber & Company) ("Weber”)
as the independent registered public accounting firm responsible for auditing
the Company's financial statements. The termination, which is effective as of
March 28, 2008, was approved by the Company's Board of Directors.
Weber's
report on the Company's financial statements for the years ended June 30, 2001
and 2000 did not contain an adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles. During the two fiscal years June 30, 2001 and 2000 and
for the subsequent interim period ended September 30, 2001, the last period for
which Weber provided services to the Company, the Company did not have any
disagreements with Weber 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 Weber, would have caused
it to make reference to the subject matter of the disagreements in connection
with its report.
During
the Company's two fiscal years June 30, 2001 and 2000 and for the subsequent
interim period ended September 30, 2001, the last period for which Weber
provided services to the Company,, other than as is set forth herein, Weber
did not advise the Company of any of the following:
(A) That
the internal controls necessary for the Company to develop reliable financial
statements did not exist;
(B) That
information had come to Weber's attention that had led it to no longer be able
to rely on management's representations, or that had made it unwilling to be
associated with the financial statements prepared by management;
(C) (1)
That Weber needed to expand significantly the scope of its audit, or that
information had come to Weber's attention that if further investigated
may:
(i)
materially impact the fairness or reliability of either: a previously issued
audit report or the underlying financial statements; or the financial statements
issued or to be issued covering the fiscal period(s) subsequent to the date of
the most recent financial statements covered by an audit report (including
information that would have prevented it from rendering an unqualified audit
report on those financial statements), or (ii) cause it to be unwilling to rely
on management's representations or be associated with the Company's financial
statements, and (2) due to Weber's resignation (due to audit scope limitations
or otherwise) or dismissal, or for any other reason, the accountant did not so
expand the scope of its audit or conduct such further investigation;
or
(D) (1)
That information has come to Weber's attention that it had concluded materially
impacted the fairness or reliability of either: (i) a previously issued audit
report or the underlying financial statements, or (ii) the financial statements
issued or to be issued covering the fiscal period subsequent to the date of the
most recent financial statements covered by an audit report (including
information that, unless resolved to Weber's satisfaction, would prevent it from
rendering an unqualified audit report on those financial statements), and (2)
the issue has not been resolved to Weber's satisfaction prior to its
termination.
The
Company provided Weber with a copy of the disclosures set forth in this Current
Report on Form 8-K, and requested that Weber furnish the Company with a letter
addressed to the Weber stating whether it agrees with the statements made by the
company herein.
Engagement of Jewett,
Schwarz, Wolfe & Associates
The
Company has engaged Jewett, Schwartz, Wolfe & Associates ("Jewett") to serve
as the independent registered public accounting firm responsible for auditing
the Company's financial statements. The engagement, which is effective as of
March 28, 2008, was approved by the Company's Board of Directors.
Neither
the Company nor anyone on behalf of the Company consulted Jewett during the two
most recent fiscal years and any subsequent interim period prior to engaging
Jewett, regarding either: (i) the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements, and either
a written report was provided to the Company or oral advice was provided that
Jewett concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement (as defined in
paragraph (a)(1)(iv) and the related instructions of Item 304 of Regulation S-K)
or reportable event (as described in paragraph (a)(1)(v) of Item 304 of
Regulation S-K).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
16.1 Letter from Epstein, Weber & Conover
PLLC
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.
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American
Nortel Communications, Inc.
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Date: May
15, 2008
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By:
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/s/ William
Williams
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William
Williams
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Chairman,
President Chief Executive Officer (Principle Executive
Officer)
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American
Nortel Communications, Inc.
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Date: May
15, 2008
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By:
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/s/ William
Williams
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William
Williams
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Chief
Financial Officer, Principle Financial Officer
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