Victory 8_K Auditor Change 9-9-05
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of
report (Date of earliest event reported): September 6, 2005
Victory
Capital Holdings Corp
(Exact
name of registrant as specified in its charter)
|
Nevada
|
002-76219-NY
|
87-0564472
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
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27762
Antonio Parkway, Suite l1-497, Ladera Ranch, CA
|
92692
|
|
(Address
of Principal Executive Officers)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: 800 880 7330
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[
]
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))
Item
4.01 Changes in Registrant’s Certifying Accountant
Effective
September 6, 2005, HJ
Associates & Consultants, LLP (“HJ”), informed Victory Capital Holdings
Corporation (the “Company”) that they chose not to stand for re-election as
independent certifying accountants for (the “Company”). This was accepted and
approved by the board on directors of the Company on that date.
HJ’s
audit report to our consolidated financial statements for the years ended
December 31, 2004 and 2003 includes a modification expressing substantial doubt
as to the Company's ability to continue as a going concern, due to our deficit
in working capital and recurring losses. The audit report contains no other
adverse opinion, disclaimer of opinion or modification as to uncertainty, audit
scope or accounting principle. There have been no disagreements with HJ on
any
matter of accounting principles or practices, financial statement disclosure,
or
auditing scope or procedures which, if not resolved to the satisfaction of
HJ,
would have caused them to make reference to the subject matter of the
disagreement in connection with its report.
During
our two most recent fiscal years and through September 6,
2005
there
have been no reportable events as set forth in Regulation S-B, Item
304(a)(1)(iv). We have provided HJ with a copy of this Form 8-K and requested
that it furnish us with a letter addressed to the Securities and Exchange
Commission stating whether or not HJ agrees with the above statements. A copy
of
the letter provided to us by HJ in response to this request is filed as Exhibit
16.1 to this Form 8-K.
Also
on
September 6, 2005, our board of directors approved a resolution to engage Mr.
John Kinross-Kennedy, CPA, to become our new independent certifying accountant.
During the two most recent fiscal years and through September 6, 2005, we have
not consulted with Mr. Kinross-Kennedy 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 our financial statements, other than his review of our Quarterly Report
on
Form 10-QSB for the quarter ended June 30, 2005; and no written report or oral
advice was provided to us by concluding there was an important factor to be
considered by us in reaching a decision as to an accounting, auditing or
financial reporting issue; or
(ii)
any
matter that was the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-B and the related instructions thereto, or a
reportable event, as set forth in Item 304(a)(1)(iv) of Regulation
S-B.
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.
Dated:
September 9, 2005
Victory
Capital Holdings Corporation
By:
____/s/Jon
Fullenkamp________________________________
President,
CEO and Chairman of the Board of Directors
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Exhibit
No.
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Description
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16.1
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Letter
regarding change in certifying accountant
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