UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) - March 28, 2005
HOUSTON OPERATING COMPANY
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-31553 76-0307819
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
67 Federal Road, Building A, Suite 300, Brookfield, Connecticut 06804
- -------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (203) 775-1178
--------------
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
As a consequence of the change in management of the Company, resulting from
the acquisition of Netfabric Corporation, ("Netfabric"), on March 28, 2005
Michael Johnson & Co. LLC ("MJC") was dismissed as the independent registered
public accounting firm for Houston Operating Company (the "Company") by the
Audit Committee of its Board of Directors.
MJC's reports on the Company's financial statements for the past two fiscal
years did not contain an adverse opinion, disclaimer of opinion, nor were they
qualified or modified as to audit scope or accounting principles. The report
was qualified as to uncertainty about the Company's ability to continue as a
going concern unless it was able to generate sufficient cash flow to meet its
obligations and sustain its operations.
During the Company's two most recent fiscal years and through March 28,
2005, there were no disagreements with MJC 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 MJC,
would have caused it to make reference to the subject matter of the
disagreements in connection with this report. No reportable events of the type
described in Item 304(a)(1)(iv)(B) of Regulation S-B occurred during the two
most recent fiscal years.
The Company has provided MJC with a copy of this disclosure and requested
that they furnish the Company with a letter addressed to the Commission stating
whether it agrees or disagrees with the statements by the Company in this report
and, if not, stating the respects in which it does not agree. A letter from MJC
to such effect is attached hereto as Exhibit 16.1.
Also effective March 28, 2005, J.H. Cohn LLP ("JHC") was appointed as the
new independent registered public accounting firm for the Company.
During its two most recent fiscal years and through March 28, 2005, the
Company has not consulted with JHC on any matter that (i) involved the
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the
Company's financial statements, in each case where written or oral advice was
provided, that was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or (ii)
was either the subject of a disagreement or event, as that term is described in
Item 304(a)(1)(iv)(A) of Regulation S-B. JHC are currently the auditors for
Netfabric, a wholly-owned operating subsidiary of the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 16.1 Letter from Michael Johnson & Co., LLC, dated
March 30, 2005.
2
SIGNATURE
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.
HOUSTON OPERATING COMPANY
Date: March 31, 2005 By: /s/ Walter Carozza
------------------------
Walter Carozza
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit No. Description
16.1 Letter from Michael Johnson & Co., LLC, dated March 30, 2005.
4
March 30, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir or Madam:
We have read Item 4.01 of the Form 8-K of Houston Operating Company, dated
March 30, 2005 and concur with the representations contained therein without
exception.
Very truly yours,
/s/ Michael Johnson
Michael Johnson & Co., LLC