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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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 14, 2004
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ILINC COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-13725 76-0545043
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
2999 NORTH 44TH STREET, SUITE 650, PHOENIX, ARIZONA 85018
(address of principal executive offices) (Zip Code)
(602) 952-1200
(Registrant's telephone number, including area code)
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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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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.
On December 14, 2004, BDO Seidman, LLP ("BDO") informed the Audit Committee of
iLinc Communications, Inc. (the "Company") of its resignation as the Company's
independent accountants.
Additionally, on December 16, 2004 the Audit Committee has engaged on behalf of
the Company the firm of Epstein Weber & Conover, PLC as its independent
accountants. Epstein Weber & Conover, PLC will audit the consolidated financial
statements for the Company for the fiscal year ending March 31, 2005.
The reports of BDO on the Company's audited consolidated financial statements
for the fiscal years ended March 31, 2003 and 2004, respectively, contained no
adverse opinion or disclaimer of opinion and were not qualified as to audit
scope or accounting principle except that those reports contained an explanatory
paragraph expressing substantial doubt regarding the Company's ability to
continue as a going concern.
In connection with its audits for the fiscal years ended March 31, 2003 and
March 31, 2004, respectively, and through December 14, 2004, there have been no
disagreements between the Company and BDO 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 BDO would have caused
them to make reference thereto in their report on the Company's audited
consolidated financial statements for such years.
During the fiscal years ended March 31, 2003 and 2004, respectively, and through
December 14, 2004, there have been no reportable events as defined in Regulation
S-K Item 304(a)(1)(v), except that: (i) on August 11, 2004, the Company's
independent auditors orally notified the Company's Audit Committee that they had
identified significant deficiencies regarding the Company's internal controls.
The deficiencies noted were the lack of sufficient management oversight over and
the proper segregation of duties of the accounting department; and, (ii) on
November 12, 2004, the Company's independent registered public accountants
orally notified the Company's Audit Committee that they had identified a
material weakness regarding the Company's internal controls. The material
weakness noted was the lack of sufficient control over the sales order and
revenue recognition process. The Company has authorized the Company's former
accountant, BDO, to respond fully to the inquiries of the successor accountant
concerning the subject matter of the material weakness.
Management of the Company has informed the Audit Committee that it has hired
appropriate personnel and made changes in assigned roles and responsibilities to
correct for the noted significant deficiencies, and has informed the Audit
Committee that it is in the process of changing procedures to correct the noted
material weakness. BDO has not updated their understanding of these matters, as
such these matters remain open and unresolved with BDO.
The Company has requested that BDO furnish it with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of such
letter, dated January 11, 2005 is filed as an Exhibit to this Form 8-K/A.
For the two most recent fiscal years of the Company ended March 31, 2003 and
2004 and the subsequent interim period through December 14, 2004, the Company
did not consult Epstein Weber & Conover, PLC regarding the application of
accounting principles to a specified transaction, type of audit opinion that
might be rendered on the Company's financial statements, or any other
accounting, auditing or reporting matter.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.*
The following exhibit is filed herewith:
EXHIBIT NUMBER DESCRIPTION
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16.1 Letter from BDO Seidman, LLP regarding change in certifying
accountant.
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* Also filed pursuant to Item 4.01.
SIGNATURE
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.
iLINC COMMUNICATIONS, INC.
By: /S/ JAMES M. POWERS, JR.
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President and Chief Executive Officer
Date: January 11, 2005
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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16.1 Letter from BDO Seidman, LLP regarding change in certifying
accountant.