-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eu/NkhnsceAhcrqQWSaqDftyyBtHFp71+fk2pYPVEH7uUTCQEmv0N4iyNbcTK7So pu77v1fFH2nQT4VZwe+d4g== 0001140361-08-007205.txt : 20080319 0001140361-08-007205.hdr.sgml : 20080319 20080319105726 ACCESSION NUMBER: 0001140361-08-007205 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080312 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080319 DATE AS OF CHANGE: 20080319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST CAPITAL INTERNATIONAL INC CENTRAL INDEX KEY: 0001072842 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 760582435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26271 FILM NUMBER: 08698354 BUSINESS ADDRESS: STREET 1: 5120 WOODWAY STREET 2: SUITE 9004 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136294866 MAIL ADDRESS: STREET 1: 5120 WOODWAY STREET 2: SUITE 9004 CITY: HOUSTON STATE: TX ZIP: 77056 8-K 1 form8k.txt FIRST CAPITAL INTERNATIONAL 8-K 3-12-2008 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): MARCH 12, 2008 FIRST CAPITAL INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-26271 Delaware 76-0582435 -------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 5120 Woodway Dr., Suite 9024, Houston, TX 77056 - ----------------------------------------- ----- (Address of Principal Executive Offices) (ZIP Code) Registrant's Telephone Number, Including Area Code: (713) 629-4866 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 The Registrant reports in this current report on Form 8-K that the Registrant's auditor relationship with McConnell & Jones, LLP has ceased effective March 12, 2008. (a)(1) Previous Independent Accountant (i) The Registrant reports that the Registrant's auditor McConnell & Jones, LLP was dismissed by the Registrant effective March 12, 2008. (ii) McConnell and Jones, LLP's reports on the Registrant's financial statements for the fiscal years ended December 31, 2006 and 2005 did not contain an adverse opinion or disclaimer of opinion, and were not modified as to uncertainty, audit scope, or accounting principles. However, both reports contained an explanatory paragraph disclosing the uncertainty regarding the ability of the Company to continue as a going concern. (iii) The decision to dismiss McConnell & Jones as the Registrant's certifying accountants was recommended and approved by the board of directors of the Registrant on March 12,2008. (iv) In connection with the audits of the Company's financial statements for the years ended December 31, 2006 and 2005 and any subsequent interim period through the date of dismissal, there were no disagreements, resolved or not, with McConnell & Jones, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of McConnell & Jones, LLP, would have caused them to make reference to the subject matter of the disagreement(s) in connection with their reports on the Company's financial statements. (a)(2) Engagement of McElravy, Kinchen & Associates, PC as the Registrant's Independent Accountant. On March 12, 2008, the Registrant's board of directors recommended and approved the engagement of McElravy, Kinchen & Associates, PC, as its independent accountant to audit the Registrant's financial statements for its fiscal year ended December 31, 2007. During the years ended December 31, 2006 and 2005 and the subsequent interim period ended September 30, 2007, and through the date of the firm's engagement the Registrant did not consult with McElravy with regard to: (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 Registrant's financial statements; or (ii) any matter that was either the subject of a disagreement or a reportable event (as described in Item 304(a) (1) (iv) of Regulation S-B. (a)(3) The Registrant has provided McConnell & Jones, LLP with a copy of the disclosures it is making in response to this Item. The Registrant has requested McConnell & Jones, LLP to furnish a letter addressed to the Commission stating whether it agrees with the statements made by the Registrant in (a)(1)(i),(ii) and (iv) above and, if not, stating the respects in which McConnell & Jones, LLP does not agree. The Registrant has filed the letter as exhibit 16 to this current report containing this disclosure ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (b) The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document. EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 16.1 Letter from Certifying Accountant, filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. First Capital International, Inc. By: /s/ PersonNameGivenNameAlex SnGenin - ------------------------------------------ Alex Genin Chief Executive Officer and Director Date: March 18, 2008 EX-16.1 2 ex16_1.txt EXHIBIT 16.1 Exhibit 16.1 MCCONNELL & JONES, LLP March 18, 2008 U.S. Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Washington, DC 20549 RE: First Capital International, Inc. File No.: 000-26271 We have read the statements under Item 4.01 of Form 8-K dated March 12, 2008 of First Capital International, Inc., to be filed with the Securities and Exchange Commission on March 18, 2008 regarding the change of auditors. We agree with all statements pertaining to us. We have no basis to agree or disagree with statements pertaining to the successor accountants. Very truly yours, /s/ McConnell & Jones, LLP - ---------------------------- MCCCONNELL & JONES, LLP -----END PRIVACY-ENHANCED MESSAGE-----