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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): December 28, 1999
9278 COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Nevada 333-84845 98-0207906
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
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1942 Williamsbridge Road, Bronx, New York 10461
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (718) 792-5150
N/A
(Former name or former address if changed since last report.)
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Item 4. Changes in Registrant's Certifying Accountant
(a) On December 28, 1999, the Registrant dismissed Ernst & Young
LLP ('E&Y') as its independent auditors. The reports of E&Y on the
Registrant's financial statements for the fiscal year ended February 28, 1999
and for the period from December 10, 1997 (date of inception) through
February 28, 1998 did not contain an adverse opinion, or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or
accounting principle. The Registrant's Board of Directors approved the
decision to change accountants. During the Registrant's two most recent
fiscal years and subsequent interim periods, there were no disagreements with
E&Y on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of E&Y would have caused it to make reference
to such disagreement in its reports.
(b) The Registrant engaged Friedman Alpern & Green LLP
('Friedman') to act as its independent auditors, effective December 28, 1999.
During the two most recent fiscal years and subsequent interim periods,
the Registrant has not consulted Friedman regarding 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
Registrant's financial statements, or any matter that was the subject of a
disagreement or a reportable event.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
16.1 Letter from Ernst & Young LLP, dated January 10, 2000,
addressed to the Securities and Exchange Commission in compliance
with Item 304 of Regulation S-K.
2
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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 hereunto duly authorized.
Date: January 10, 2000 9278 COMMUNICATIONS, INC.
(Registrant)
By: /s/ Sajid Kapadia
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Sajid Kapadia,
Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit No. Description
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16.1 Letter from Ernst & Young LLP, dated January 10, 2000, addressed
to the Securities and Exchange Commission in compliance with Item
304 of Regulation S-K.
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Exhibit 16.1
[Letterhead of Ernst & Young LLP]
January 10, 2000
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C, 20549
Dear Sir/ Madam:
We have read paragraph (a) of Item 4 of Form 8-K dated December 21, 1999,
as amended by Form 8-K/A dated December 28, 1999 of 9278 Communications, Inc.
and are in agreement with the statements contained therein. We have no basis
to agree or disagree with other statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
Ernst & Young LLP
cc: Mr. Sajid Kapadia, Chief Executive Officer, 9278 Communications, Inc.
