8-K 1 c34914_8k.txt 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: DECEMBER 23, 2004 (Date of earliest event reported) INCENTRA SOLUTIONS, INC. (Exact name of Registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation) 333-16031 86-0793960 (Commission File No.) (I.R.S. Employer Identification No.) 1140 PEARL STREET BOULDER, COLORADO 80302 (Address of principal executive offices; zip code) (303) 440-7930 (Registrant's telephone number, including area code) N/A (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 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13-4(e) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT (a) Previous independent registered public accounting firm. (i) Prior to its acquisition by Incentra Solutions, Inc., ManagedStorage International, Inc. ("MSI") engaged KPMG LLP on June 14, 2004, to conduct an audit of MSI's financial statements as of and for the year ended December 31, 2003. MSI is considered to be the accounting acquirer in the transaction, consummated on August 18, 2004, whereby MSI became a wholly-owned subsidiary of the registrant. On October 28, 2004, KPMG LLP informed the registrant that, upon the issuance of its audit report on financial statements of MSI as of and for the year ended December 31, 2003, KPMG LLP would not continue as the principal accountants for the registrant. As of the date of this filing, the financial statements of MSI and the related audit report have not been issued. As reported in our Current Report on Form 8-K dated November 5, 2004, we have engaged GHP Horwath as our new independent registered public accounting firm for the fiscal year ending December 31, 2004. The decision to change accountants was approved by our board of directors. (ii) Through December 23, 2004, there were no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG LLP, would have caused them to make reference in connection with their opinion on the subject matter of the disagreement. (iii) Through December 23, 2004, there were no reportable events required to be disclosed under paragraph 304(a)(1)(iv)(B) of Regulation S-B. (iv) The registrant has requested that KPMG LLP furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter is attached as Exhibit 16 hereto. (b) New independent accountants (i) As previously reported in our Current Report on Form 8-K dated November 5, 2004, we have engaged GHP Horwath as our new independent registered public accounting firm for the fiscal year ending December 31, 2004. SECTION 9 - FINANCIAL STATEMENT AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. NUMBER DOCUMENTS ------ --------- 16 Letter dated December 23, 2004 of KPMG LLP, former registered public accounting firm. SIGNATURES 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. INCENTRA SOLUTIONS, INC. Date: December 23, 2004, By: /s/ Thomas P. Sweeney --------------------------- Thomas P. Sweeney III Chief Executive Officer