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U.S. Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) January 11, 2006
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Commission File No. 0-25474
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MEDCOM USA, INCORPORATED
(Exact name of small business issuer as specified in its charter)
Delaware 65-0287558
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7975 NORTH HAYDEN ROAD, SUITE D-333, SCOTTSDALE, AZ 85258
(Address of principal executive offices)
Registrant's telephone number, including Area Code: (480) 675-8865
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Item 4.01 Changes in Registrant's Certifying Accountant.
On November 11, 2005, S.E. Clark & Company, P.C. ("S.E. Clark") was appointed as
the independent auditor for the MedCom USA, Inc. (the "Company") commencing with
the year ending June 30, 2006, and Epstein, Weber & Conover, PLC ("Epstein,
Weber") were dismissed as the independent auditors for the Company as of
November 11, 2005. The decision to change auditors was approved by the audit
committee of the Company's Board of Directors on November 11, 2005.
The report of Epstein, Weber on the financial statements for either of the two
most recent completed fiscal years did not contain any adverse opinion or
disclaimer of opinion or was qualified or modified as to uncertainty, audit
scope or accounting principles, except for the following:
"The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company continues to incur
significant operating losses. The Company has begun to generate revenue from its
electronic transaction business but has continued to incur material obligations
under sale-leaseback transactions. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans with
regard to these matters are discussed in Note 1. The financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern."
During the Company's two most recent fiscal years and during the subsequent
interim period ending November 11, 2005, there were no disagreements with
Epstein, Weber on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Epstein, Weber, would have caused it to make
reference to the subject matter of the disagreements in connection with its
report with respect to the financial statements of the Company.
During the Company's two most recent fiscal years and during the subsequent
interim period ending November 11, 2005, we have been informed by Epstein, Weber
& Conover, PLC of significant deficiencies in internal controls which they
believe is a reportable event under Item 304(a)(1)(v) of Regulation S-B under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with
respect to the Company. The Company has corrected these control deficiencies by
hiring a SEC compliance accountant to address each deficiency and have made
corrective actions to reduce risk and establish a control environment.
During the Company's two most recent fiscal years and during the subsequent
interim period ending November 11, 2005, the Company did not consult with S.E.
Clark & Company, P.C. with respect to the Company regarding (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,
(ii) any matter that was either the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-B under the Exchange Act and the related
instructions to Item 304 of Regulation S-B) or a "reportable event" (as such
term is described in Item 304(a)(1)(v) of Regulation S-B), or (iii) any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.
The Company has furnished a copy of this Report to Epstein, Weber and requested
them to furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements made by the
Company herein in response to Item 304(a) of Regulation S-K and, if not, stating
the respects in which it does not agree.
/s/ William P. Williams
CEO, President, Chairman