rapiklink8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report: August 13, 2009
(Date of
earliest event reported)
_________________________
RAPID
LINK, INCORPORATED
(Exact
name of registrant as specified in its charter)
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Delaware
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0-22636
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75-2461665
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(State
or other jurisdiction
of
incorporation
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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5408
N. 99th Street
Omaha,
NE 68134
(Address
of principal executive offices, including zip code)
(402)
392-7561
(Registrant’s
telephone number, including area code)
_________________________
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
This
Current Report on Form 8-K and other reports filed by the Registrant from time
to time with the Securities and Exchange Commission (collectively the “Filings”)
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, the Registrant’s management, as well
as estimates and assumptions made by the Registrant’s management. When used in
the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant’s management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant’s industry, operations and results
of operations and any businesses that may be acquired by the Registrant. Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or
planned.
Item
4.01 Changes in Registrants Certifying Accountant
a)
Effective June 1, 2009 KBA Group, LLP joined BKD, LLP. As a result, on August
13, 2009, KBA Group, LLP resigned as Rapid Link, Incorporated’s (the “Company”)
independent registered public accounting firm.
The audit
report of KBA Group, LLP on the Company’s financial statements for the years
ended October 31, 2008 and October 31, 2007 expressed an unqualified opinion and
included an explanatory paragraph relating to the Company’s ability to continue
as a going concern due to the Company’s negative working capital, significant
losses and negative cash flows. Such audit reports did not contain any other
adverse opinion or disclaimer of opinion or qualification.
During
the Company’s two most recent fiscal years and the period from the end of the
most recently completed fiscal year through August 13, 2009, there were no
disagreements with KBA Group, LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which,
if not resolved to the satisfaction of KBA Group, LLP, would have caused such
entity to make reference to such disagreements in its reports. During the
Registrant’s two most recent fiscal years and through August 13, 2009, no
reportable events (as described in Item 304(a)(1)(v) of Regulation S-K) occurred
that would be required to be disclosed in this report.
The
Company provided KBA Group, LLP with a copy of the disclosures it is making in
this Current Report on Form 8-K (the “Report”) prior to the time the Report was
filed with the Securities and Exchange Commission (the “SEC”). The Company
requested that KBA Group, LLP furnish a letter addressed to the SEC stating
whether or not it agrees with the statements made herein. A copy of KBA Group,
LLP’s letter dated August 18, 2009, is attached as Exhibit 99.1
hereto.
The
Company’s Board of Directors has been notified of the resignation and the
reasons for the resignation of KBA Group, LLP as the Company’s independent
registered accounting firm.
Item
9.01 Financial Statements and Exhibits
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Exhibit
No.
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Description
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Letter
of KBA Group, LLP dated August 18,
2009.
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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:
August 18, 2009
Rapid
Link, Incorporated
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By:
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/s/
CHRISTOPHER J. CANFIELD
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Name:
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Christopher
J. Canfield
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Title:
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Chief
Executive Officer and Principal Financial
Officer
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