U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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) February 7, 2007
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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)
(480) 675-8865
(Issuer's telephone number)
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On February 7, 2007, Jewett, Schwartz, Wolfe & Associates ("JSW") was appointed
as the independent auditor for the Medcom USA Inc. (the "Company") commencing
with the year ending June 30, 2007, and SE Clark & Company P.C. ("Clark") were
dismissed as the independent auditors for the Company as of February 7, 2007.
The decision to change auditors was approved by the audit committee of the
Company's Board of Directors on February 7, 2007.
The report of Clark on the financial statements for either of the one 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. As discussed in Note 1 to the
financial statements, the accumulation of losses and shortage of capital raise
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are also described in Note1. 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 one most recent interim quarter September 30, 2006, annual
report June 30, 2006, and three prior interim quarters September 30, 2005,
December 31, 2005, and March 31, 2006, there were no disagreements with Clark 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 Clark, 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 one most recent interim quarter September 30, 2006, annual
report June 30, 2006, and three prior interim quarters September 30, 2005,
December 31, 2005, and March 31, 2006,, there were no "reportable events" as
such term is described in 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.
During the Company's one most recent interim quarter September 30, 2006, annual
report June 30, 2006, and three prior interim quarters September 30, 2005,
December 31, 2005, and March 31, 2006,, the Company did not consult with JSW
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 Clark 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. The letter from Clark will be submitted
when received with an amended filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 16.1 Letter of S E Clark & Company P.C. - to be filed by
amendment.
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.
MEDCOM USA INCORPORATED
Date: February 8, 2007 By: /s/ William P. Williams
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William P. Williams
Chairman, President Chief Executive
Officer (Principle Executive Officer,
Principle Financial Officer)