Item
4.01 Changes in Registrant's Certifying Accountant.
Dismissal of
Epstein Weber and Conover
PLLC
as the
Registrant's independent accountants
American
Nortel Communications, Inc. (the "Company") has terminated its engagement of
Epstein Weber and Conover PLLC ("Weber”) as the independent registered public
accounting firm responsible for auditing the Company's financial statements. The
termination, which is effective as of March 28, 2008, was approved by the
Company's Board of Directors.
Weber's
report on the Company's financial statements for the past two years did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope, or accounting principles with the
exception that Weber's Audit Reports, contained an explanatory note which raised
substantial doubt as to the ability of the Company to continue as a going
concern. During the Company's two most recent fiscal years and any subsequent
interim period for which a review report was provided preceding the termination
of Weber, the Company did not have any disagreements with Weber 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
Weber, would have caused it to make reference to the subject matter of the
disagreements in connection with its report.
During
the Company's two most recent fiscal years and any subsequent interim period for
which a review report was provided preceding the termination of Weber, other
than as is set forth herein, Weber did not advise the Company of any of the
following:
(A) That
the internal controls necessary for the Company to develop reliable financial
statements did not exist;
(B) That
information had come to Weber's attention that had led it to no longer be able
to rely on management's representations, or that had made it unwilling to be
associated with the financial statements prepared by management;
(C) (1)
That Weber needed to expand significantly the scope of its audit, or that
information had come to Weber's attention that if further investigated
may:
(i)
materially impact the fairness or reliability of either: a previously issued
audit report or the underlying financial statements; or the financial statements
issued or to be issued covering the fiscal period(s) subsequent to the date of
the most recent financial statements covered by an audit report (including
information that would have prevented it from rendering an unqualified audit
report on those financial statements), or (ii) cause it to be unwilling to rely
on management's representations or be associated with the Company's financial
statements, and (2) due to Weber's resignation (due to audit scope limitations
or otherwise) or dismissal, or for any other reason, the accountant did not so
expand the scope of its audit or conduct such further investigation;
or
(D) (1)
That information has come to Weber's attention that it had concluded materially
impacted the fairness or reliability of either: (i) a previously issued audit
report or the underlying financial statements, or (ii) the financial statements
issued or to be issued covering the fiscal period subsequent to the date of the
most recent financial statements covered by an audit report (including
information that, unless resolved to Weber's satisfaction, would prevent it from
rendering an unqualified audit report on those financial statements), and (2)
the issue has not been resolved to Weber's satisfaction prior to its
termination.
The
Company provided Weber with a copy of the disclosures set forth in this Current
Report on Form 8-K, and requested that Weber furnish the Company with a letter
addressed to the Weber stating whether it agrees with the statements made by the
company herein.
Engagement of Jewett,
Schwarz, Wolfe & Associates
The
Company has engaged Jewett, Schwartz, Wolfe & Associates ("Jewett") to serve
as the independent registered public accounting firm responsible for auditing
the Company's financial statements. The engagement, which is effective as of
March 28, 2008, was approved by the Company's Board of Directors.
Neither
the Company nor anyone on behalf of the Company consulted Jewett during the two
most recent fiscal years and any subsequent interim period prior to engaging
Jewett, regarding either: (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, and either
a written report was provided to the Company or oral advice was provided that
Jewett concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement (as defined in
paragraph (a)(1)(iv) and the related instructions of Item 304 of Regulation S-K)
or reportable event (as described in paragraph (a)(1)(v) of Item 304 of
Regulation S-K).