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Wednesday, April 25, 2007 8:42:11 PM
ALERT IBOX :new pick PXIT ('Special Situation' list) :set a buy price between @.0010-.0011.
Let's set a strict disiplined buy entry with limit max @.0011 .
PXIT : This co was looking for awhile a new biz to start up . Possible R/M ? Acquisition ? This pick is Extremely speculative as there is no PR or deep DD done by the usual smart i-hub guys.
But all i can hear and find is in last SEC file, they are changing the accountancy firm : Gruber & Company, LLC .
And what is interesting is FCCN has lastly also hired Gruber & Company, LLC .
SO this Gruber & Company, LLC looks like a reference . And PXIT is probably planning some interesting development translated by huge volume since a month and chart is surging nicely.
PXIT -- Phoenix Interests, Inc.
Com ($0.001)(New)
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------------------------------------------------------------
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 11, 2007
--------------------------------------------------------------------------------
P HOENIX I NTERESTS, I NC.
(Exact name of registrant as specified in its charter)
Nevada
--------------------------------------------------------------------------------
000-30949
--------------------------------------------------------------------------------
61-1342734
--------------------------------------------------------------------------------
(State or other jurisdiction of
incorporation)
(Commission File Number) (IRS Employer
Identification No.)
One RiverPointe Plaza, Suite 706
Jeffersonville, IN 47130
(Address of principal executive offices, including zip code)
(812) 285-0768
(Registrant’s telephone number, including area code)
Not Applicable
(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))
--------------------------------------------------------------------------------
EXPLANATORY NOTE
This Amendment to our Current Report on Form 8-K dated April 16, 2007 and filed with the Commission on April 16, 2007 is being filed to revise the disclosure contained therein to clarify that there were no disagreements with our former accountants during our two most recent fiscal years and the subsequent interim period through the date of dismissal. No other changes have been made to our original Form 8-K.
Item 4.01 Changes in Registrant’s Certifying Accountant.
On April 11, 2007, Phoenix Interests, Inc. (1) dismissed Pohl, McNabola, Berg & Company, LLP (“PMB”) as its independent accountant responsible for auditing its financial statements and (2) retained Gruber & Company, LLC (“Gruber”) as its new independent accountants.
PMB’s reports on Phoenix Interests’ financial statements for the two years ended December 31, 2006, did not contain an adverse opinion or disclaimer of opinion, nor were they modified as to uncertainty, audit scope, or accounting principles, except that each report was modified to indicate that Phoenix Interests’ dependence on outside financing, lack of existing commitments from lenders to provide necessary financing and lack of sufficient working capital raised substantial doubts about its ability to continue as a going concern.
The decision to dismiss PMB and retain Gruber was unanimously approved by Phoenix Interests’ board of directors.
Phoenix Interests had no disagreements with PMB during its two most recent fiscal years and the subsequent interim period through the date of PMB’s dismissal, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to PMB’s satisfaction, would have caused PMB to make reference to the subject matter of the disagreement in connection with its report. There were no events otherwise reportable under Item 304(a)(1)(iv) of Regulation S-B.
During Phoenix Interests’ two most recent fiscal years, Phoenix Interests did not consult Gruber regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on Phoenix Interests’ financial statements.
Phoenix Interests provided PMB with a copy of this amended report. Attached as Exhibit 16.1 is a copy of a letter from PMB agreeing with the statements made in this amended report.
Item 9 Financial Statements and Exhibits.
Exhibit
No.
--------------------------------------------------------------------------------
Description
--------------------------------------------------------------------------------
16.1 Letter dated April __, 2007, from PMB to the Securities and Exchange Commission.
--------------------------------------------------------------------------------
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
PHOENIX INTERESTS, INC.
Date: April 16, 2007
--------------------------------------------------------------------------------
By: /s/ James D. Tilton, Jr.
--------------------------------------------------------------------------------
James D. Tilton, Jr., President
Pohl, McNabola, Berg & Company, LLP
50 Francisco Street, Suite 120
San Francisco, California 94133
Tel. (415) 399-1330
Fax (415) 399-9212
April __, 2007
United States
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Phoenix Interests, Inc.
File No. 000-30949
Dear Ladies and Gentlemen:
We have read Item 4.01 of the Form 8-K/A of Phoenix Interests, Inc. dated April 23, 2007 and agree with the statements concerning our firm contained therein.
Very truly yours,
/s/ Pohl, McNabola, Berg & Company, LLP
Pohl, McNabola, Berg & Company, LLP
--------------
FCCN -- Franchise Capital Corp.
Com ($0.0001)
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 (Date of earliest event reported) April 18, 2007
Commission File Number: 333-72392
FRANCHISE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
98-0353403
(IRS Employer Identification No.)
43180 Business Park Drive, Suite 202
Temecula, CA 92590
(Address of principal executive offices)
(951) 587-9100
(Registrant’s telephone number)
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) On April 18, 2007, Franchise Capital Corporation (the “Company”) dismissed Epstein Weber & Conover, PLC as independent auditors for the Company. The decision to dismiss Epstein Weber & Conover, PLC (“Epstein Weber”) and to seek new independent auditors was approved by the Company’s Board of Directors.
The reports of Epstein Weber on the Company’s financial statements for the fiscal years ended September 30, 2005 and 2004 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company’s financial statements for the fiscal years ended September 30, 2005 and 2004, (1) there were no disagreements with Epstein Weber on any matter of accounting principles or practices, financial statement disclosure or auditing scope and procedure which, if not resolved to the satisfaction of Epstein Weber, would have caused Epstein Weber to make reference to the matter in its report and (2) there were no “reportable events” as that term is defined in Item 304 of Regulation S-K promulgated under the Securities Exchange Act of 1934 (“Item 304”).
(b) On April 20, 2007, the Company engaged Gruber & Company, LLC as the Company's independent accountant to report on the Company’s balance sheets as of September 30, 2006, and the related statements of income, stockholders’ equity and cash flows for the years then ended. Neither the Company nor anyone acting on its behalf consulted with Gruber & Company, LLC regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by Gruber & Company, LLC on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement with Epstein Weber or a reportable event with respect to Epstein Weber.
ITEM 9.01 Financial Statements and Exhibits
Exhibit No.
Document
Location
16.1
Letter, dated April 20, 2007, from Epstein Weber & Conover, PLC to the Securities and Exchange Commission.
Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned here unto duly authorized.
Date: April 23, 2007
Franchise Capital Corporation
By: /s/ Steven R. Peacock
Steven R. Peacock, Chief Executive Officer
--------------------------------------------------------------------------------
Exhibit 16.1
April 20, 2007
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Dear Sirs/Madams:
This letter is delivered by Epstein, Weber & Conover, PLC in connection with the filing by Franchise Capital Corporation with the Securities and Exchange Commission of a Current Report on Form 8-K dated April 18, 2007.
We have reviewed the contents of Item 4.01(a) of such Current Report on Form 8-K and agree with the statements contained therein.
Yours truly,
/s/ Epstein, Weber & Conover, PLC
Epstein, Weber & Conover, PLC
Let's set a strict disiplined buy entry with limit max @.0011 .
PXIT : This co was looking for awhile a new biz to start up . Possible R/M ? Acquisition ? This pick is Extremely speculative as there is no PR or deep DD done by the usual smart i-hub guys.
But all i can hear and find is in last SEC file, they are changing the accountancy firm : Gruber & Company, LLC .
And what is interesting is FCCN has lastly also hired Gruber & Company, LLC .
SO this Gruber & Company, LLC looks like a reference . And PXIT is probably planning some interesting development translated by huge volume since a month and chart is surging nicely.
PXIT -- Phoenix Interests, Inc.
Com ($0.001)(New)
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------------------------------------------------------------
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 11, 2007
--------------------------------------------------------------------------------
P HOENIX I NTERESTS, I NC.
(Exact name of registrant as specified in its charter)
Nevada
--------------------------------------------------------------------------------
000-30949
--------------------------------------------------------------------------------
61-1342734
--------------------------------------------------------------------------------
(State or other jurisdiction of
incorporation)
(Commission File Number) (IRS Employer
Identification No.)
One RiverPointe Plaza, Suite 706
Jeffersonville, IN 47130
(Address of principal executive offices, including zip code)
(812) 285-0768
(Registrant’s telephone number, including area code)
Not Applicable
(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))
--------------------------------------------------------------------------------
EXPLANATORY NOTE
This Amendment to our Current Report on Form 8-K dated April 16, 2007 and filed with the Commission on April 16, 2007 is being filed to revise the disclosure contained therein to clarify that there were no disagreements with our former accountants during our two most recent fiscal years and the subsequent interim period through the date of dismissal. No other changes have been made to our original Form 8-K.
Item 4.01 Changes in Registrant’s Certifying Accountant.
On April 11, 2007, Phoenix Interests, Inc. (1) dismissed Pohl, McNabola, Berg & Company, LLP (“PMB”) as its independent accountant responsible for auditing its financial statements and (2) retained Gruber & Company, LLC (“Gruber”) as its new independent accountants.
PMB’s reports on Phoenix Interests’ financial statements for the two years ended December 31, 2006, did not contain an adverse opinion or disclaimer of opinion, nor were they modified as to uncertainty, audit scope, or accounting principles, except that each report was modified to indicate that Phoenix Interests’ dependence on outside financing, lack of existing commitments from lenders to provide necessary financing and lack of sufficient working capital raised substantial doubts about its ability to continue as a going concern.
The decision to dismiss PMB and retain Gruber was unanimously approved by Phoenix Interests’ board of directors.
Phoenix Interests had no disagreements with PMB during its two most recent fiscal years and the subsequent interim period through the date of PMB’s dismissal, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to PMB’s satisfaction, would have caused PMB to make reference to the subject matter of the disagreement in connection with its report. There were no events otherwise reportable under Item 304(a)(1)(iv) of Regulation S-B.
During Phoenix Interests’ two most recent fiscal years, Phoenix Interests did not consult Gruber regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on Phoenix Interests’ financial statements.
Phoenix Interests provided PMB with a copy of this amended report. Attached as Exhibit 16.1 is a copy of a letter from PMB agreeing with the statements made in this amended report.
Item 9 Financial Statements and Exhibits.
Exhibit
No.
--------------------------------------------------------------------------------
Description
--------------------------------------------------------------------------------
16.1 Letter dated April __, 2007, from PMB to the Securities and Exchange Commission.
--------------------------------------------------------------------------------
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
PHOENIX INTERESTS, INC.
Date: April 16, 2007
--------------------------------------------------------------------------------
By: /s/ James D. Tilton, Jr.
--------------------------------------------------------------------------------
James D. Tilton, Jr., President
Pohl, McNabola, Berg & Company, LLP
50 Francisco Street, Suite 120
San Francisco, California 94133
Tel. (415) 399-1330
Fax (415) 399-9212
April __, 2007
United States
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Phoenix Interests, Inc.
File No. 000-30949
Dear Ladies and Gentlemen:
We have read Item 4.01 of the Form 8-K/A of Phoenix Interests, Inc. dated April 23, 2007 and agree with the statements concerning our firm contained therein.
Very truly yours,
/s/ Pohl, McNabola, Berg & Company, LLP
Pohl, McNabola, Berg & Company, LLP
--------------
FCCN -- Franchise Capital Corp.
Com ($0.0001)
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 (Date of earliest event reported) April 18, 2007
Commission File Number: 333-72392
FRANCHISE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
98-0353403
(IRS Employer Identification No.)
43180 Business Park Drive, Suite 202
Temecula, CA 92590
(Address of principal executive offices)
(951) 587-9100
(Registrant’s telephone number)
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) On April 18, 2007, Franchise Capital Corporation (the “Company”) dismissed Epstein Weber & Conover, PLC as independent auditors for the Company. The decision to dismiss Epstein Weber & Conover, PLC (“Epstein Weber”) and to seek new independent auditors was approved by the Company’s Board of Directors.
The reports of Epstein Weber on the Company’s financial statements for the fiscal years ended September 30, 2005 and 2004 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company’s financial statements for the fiscal years ended September 30, 2005 and 2004, (1) there were no disagreements with Epstein Weber on any matter of accounting principles or practices, financial statement disclosure or auditing scope and procedure which, if not resolved to the satisfaction of Epstein Weber, would have caused Epstein Weber to make reference to the matter in its report and (2) there were no “reportable events” as that term is defined in Item 304 of Regulation S-K promulgated under the Securities Exchange Act of 1934 (“Item 304”).
(b) On April 20, 2007, the Company engaged Gruber & Company, LLC as the Company's independent accountant to report on the Company’s balance sheets as of September 30, 2006, and the related statements of income, stockholders’ equity and cash flows for the years then ended. Neither the Company nor anyone acting on its behalf consulted with Gruber & Company, LLC regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by Gruber & Company, LLC on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement with Epstein Weber or a reportable event with respect to Epstein Weber.
ITEM 9.01 Financial Statements and Exhibits
Exhibit No.
Document
Location
16.1
Letter, dated April 20, 2007, from Epstein Weber & Conover, PLC to the Securities and Exchange Commission.
Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned here unto duly authorized.
Date: April 23, 2007
Franchise Capital Corporation
By: /s/ Steven R. Peacock
Steven R. Peacock, Chief Executive Officer
--------------------------------------------------------------------------------
Exhibit 16.1
April 20, 2007
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Dear Sirs/Madams:
This letter is delivered by Epstein, Weber & Conover, PLC in connection with the filing by Franchise Capital Corporation with the Securities and Exchange Commission of a Current Report on Form 8-K dated April 18, 2007.
We have reviewed the contents of Item 4.01(a) of such Current Report on Form 8-K and agree with the statements contained therein.
Yours truly,
/s/ Epstein, Weber & Conover, PLC
Epstein, Weber & Conover, PLC
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