UNITED STATES

8-K 1 audit8k.htm UNITED STATES
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): July 25, 2001

AMERICOMM RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

	Delaware	0-20193	73-1238709
	(State or other jurisdiction of incorporation)	(Commission file Number)	(IRS Employer identification No.)

	15 E. 5^th Street, Suite 4000 Tulsa, OK	74103-4346
	(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (918) 587-8093

ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     (a)(1) On July 19, 2001, Americomm Resources Corporation (the "Company"), with the approval of the Company's board of directors, dismissed Magee Rausch & Shelton, LLP ("Magee Rausch & Shelton") as its independent accountants. As discussed below, the Company has engaged the firm of KPMG, LLP ("KPMG") as its independent auditors for the 2001 Fiscal Year.

     Magee Rausch & Shelton's reports on the Company's financial statements for the past two years have not contained any adverse opinion or disclaimer of opinion and have not been qualified or modified as to uncertainty, audit scope or accounting principles. However, the audit reports on the financial statements for the above periods were modified because of a going concern uncertainty. In addition, during the Company's two most recent fiscal years and the subsequent interim periods preceding Magee Rausch & Shelton's dismissal, there have not been any disagreements with Magee Rausch & Shelton 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 Magee Rausch & Shelton, would have caused them to make a reference to the subject matter of the disagreement in connection with their reports.

     During the Company's two most recent fiscal years and subsequent interim period preceding the dismissal of Magee Rausch & Shelton:

     (i) Magee Rausch & Shelton did not advise the Company that the internal controls necessary for the Company to develop reliable financial statements did not exist;

     (ii) Magee Rausch & Shelton did not advise the Company that information had come to Magee Rausch & Shelton's attention that led them to no longer be able to rely on management's representations, or that made them unwilling to be associated with the financial statements prepared by management;

     (iii) Magee Rausch & Shelton did not advise the Company of the need to expand significantly the scope of their audit, or that information had come to their attention during such period that, if further investigated, may (i) materially impact the fairness or reliability of previously issued Reports of Independent Auditors and 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, or (ii) cause Magee Rausch & Shelton to be unwilling to rely on management's representations or be associated with the Company's financial statements; and

     (iv) Magee Rausch & Shelton did not advise the Company that information had come to their attention that they had concluded   materially   impacted the fairness or reliability of previously issued Reports of Independent Auditors and 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.

     The Company has provided Magee Rausch & Shelton with a copy of the foregoing disclosure, and has requested that Magee Rausch & Shelton furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with such disclosure. The Company has filed as an Exhibit to this Form 8-K a copy of the letter from Magee Rausch & Shelton required by Item 304 of Regulation S-K.

     (a)(2) On July 19, 2001, the Company engaged KPMG as its independent auditors. Prior to its engagement, the Company had not consulted with KPMG with respect to:

     (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; or

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

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c) Exhibits.

          16. Letter from Magee Rausch & Shelton, LLP, dated July 23, 2001,    regarding its concurrence or disagreement with the statements made by the registrant in the current report concerning the dismissal as the registrants principal accountant.

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 officer.

Date: July 25, 2001

Americomm Resources Corporation

By: /s/ John P. McGrain

John P. McGrain

Chief Executive Officer