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U.S. 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): March 10, 2000
VOICE MOBILITY INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA 33-077819
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
180-13777 Commerce Parkway, Richmond, British Columbia, Canada V6V 2X3
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (604)482-0000
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
A. Previous independent accountant.
Bedford Curry & Co., Chartered Accountants, Vancouver, B.C., has been
the independent accountant of Voice Mobility International, Inc., a Nevada
corporation (the "Registrant") in connection with the preparation of the
Registrant's financial statements for the fiscal years ended December 31,
1997 and December 31, 1998. Effective March 10, 2000, the Registrant
dismissed Bedford Curry & Co. as its independent accountant in furtherance of
the Registrant's desire to retain an internationally recognized accounting
firm (see Item 4(b) below) in connection with the Registrant's ongoing
reporting obligations under the U.S. Securities Exchange Act of 1934, as
amended (the "1934 Act"). Bedford Curry & Co. will continue to be the
independent accountant of record for the fiscal years ended December 31, 1997
and December 31, 1998.
The reports of Bedford Curry & Co. on the financial statements for the
fiscal years ended December 31, 1997, and 1998 contained no adverse opinion
or disclaimer of opinion and, except as set forth in the section entitled,
"Comments by Auditors for U.S. Readers on Canada - U.S. Reporting Conflict",
were not qualified or modified as to uncertainty, audit scope or accounting
principle.
The Board of Directors has approved the decision to dismiss Bedford
Curry & Co. in order to retain an internationally recognized accounting firm
as the Registrant's independent accountant.
In connection with its audits for such fiscal years and through the date
hereof, there have been no disagreements with Bedford Curry & Co. 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 Bedford Curry & Co. would have caused such firm to make
reference thereto in their report on the financial statements for such years.
The Registrant has requested that Bedford Curry & Co. furnish it with a
letter addressed to the U.S. Securities and Exchange Commission (the "SEC")
whether or not it agrees with the above statements. A copy of such letter,
dated March 10, 2000, is filed as Exhibit 16.1 to this Form 8-K.
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B. New independent accountant.
As of March 10, 2000, the Board of Directors of the Registrant engaged
Ernst & Young LLP as its new independent accountant. Ernst & Young LLP will
audit the Registrant's financial statements for the fiscal year ended
December 31, 1999.
On July 7, 1999, the Registrant retained Ernst & Young LLP to provide
assistance in connection with the Registrant's Registration Statement on Form
10-SB filed with the SEC under the 1934 Act.
In retaining Ernst & Young LLP, the Registrant sought their advice on
accounting principles generally accepted in the United States, as applicable
to the unaudited interim financial statements for the six months ended June
30, 1999 and the nine months ended September 30, 1999. The Registrant's
decision to retain Ernst & Young LLP was solely in furtherance of its desire
to consult with an internationally recognized accounting firm, in contrast to
Bedford Curry & Co., a local Canadian accounting firm, and not with respect
to their application of accounting principles to a specific completed or
contemplated transaction or type of audit opinion that might be rendered.
Bedford Curry & Co. was only consulted as to its views on U.S. generally
accounting principles with respect to the Company's financial statements for
the years ended December 31, 1997 and December 31, 1998.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a. Financial statements - not applicable.
b. Pro forma financial information - not applicable.
c. Exhibits:
<TABLE>
<CAPTION>
Number Exhibit
<S> <C>
16.1 Letter of Bedford Curry & Co., Chartered Accountants,
regarding change in certifying accountants
16.2 Letter of Ernst & Young LLP, Chartered Accountants,
regarding change in certifying accountants
</TABLE>
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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.
VOICE MOBILITY INTERNATIONAL, INC.
(Registrant)
Date: March 10, 2000 By: /s/ William E. Krebs
------------------------------------
William E. Krebs
Secretary and Chairman of the Board
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EXHIBIT 16.1
BEDFORD CURRY & CO.
CHARTERED ACCOUNTANTS
March 10, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Voice Mobility International, Inc.
Ladies and Gentlemen:
We have read Item 4 of Voice Mobility International, Inc.'s Current
Report on Form 8-K dated March 10, 2000 and are in agreement with the
statements contained in Item 4(a) therein.
Yours very truly,
/s/ BEDFORD CURRY & CO.
-----------------------
BEDFORD CURRY & CO.
CHARTERED ACCOUNTANTS
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EXHIBIT 16.2
ERNST & YOUNG LLP
March 10, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Voice Mobility International, Inc.
Ladies and Gentlemen:
We have read Item 4 of Voice Mobility International, Inc.'s Current
Report on Form 8-K dated March 10, 2000 and are in agreement with the
statements contained in Item 4(b) therein.
Yours very truly,
/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP
