UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 1, 2005
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Stelax Industries Ltd.
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(Exact name of small business issuer as specified in its charter)
British Columbia 0-18052 None
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(State or other jurisdiction (Commission File (I.R.S.Employer
of incorporation) Number) Identification No.)
5515 Meadow Crest Drive, Dallas, TX 75229
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code: (972) 233-6041
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(Former name, former address and former fiscal year, if changed since last
report)
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
On February 1, 2005, Stelax Industries Ltd (the "Company") dismissed
Deloitte & Touche LLP ("Deloitte") as the Company's independent auditor.
Accordingly, the Company simultaneously appointed Killman, Murrell & Company,
P.C. as its independent auditors. Deloitte has been asked to submit a letter to
the Securities & Exchange Commission to the effect that it agrees with the
statements made in this Item 4.01, confirming that Deloitte had no disagreements
with management of the Company related to matters that are material to the
Company's 2002 and 2003 financial statements, the last two year's financial
statement on which Deloitte & Touche LLP opined.
Management represents as follows:
(a) Deloitte's reports contained no adverse opinion or disclaimer
of opinion, and were not qualified or modified as to uncertainty, audit
scope, or accounting principles for the last two fiscal years or any
later interim period through the date hereof. In Deloitte's reports for
the fiscal years ended March 31, 2001 and 2002, the last two years for
which Deloitte issued a report, Deloitte expressed substantial doubt
about the Company's "ability to continue as a going concern."
(b) The decision to change accountants from Deloitte to Killman,
Murrell & Company, P.C. has been approved by the Company's Board of
Directors.
(c) During the registrant's two most recent fiscal years and the
subsequent interim period through the date hereof, there were no
disagreements with Deloitte on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure. The registrant has authorized Deloitte to respond fully to
the inquiries of the successor accountant.
(d) Deloitte expressed no disagreement or difference of opinion
regarding any "reportable" event as that term is defined in Item
304(a)(1)(iv) of Regulation S-K, including but not limited to:
(i) Deloitte has not advised the registrant that the
internal controls necessary for the registrant to develop
reliable financial statements do not exist;
(ii) Deloitte has not advised the registrant that
information has come to Deloitte's attention that has led it
to no longer be able to rely on management's representations,
or that has made it unwilling to be associated with the
financial statements prepared by management;
(iii) Deloitte has not advised the registrant of the need
to expand significantly the scope of its audit, or notified
the registrant that information has come to Deloitte's
attention that Deloitte has concluded will or that if further
investigated may (A) materially impact the fairness or
reliability of either: a previously issued audit report or the
underlying financial statements, or the financial statements
issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements
covered by an audit report (including information that might
preclude it from rendering an unqualified audit report), or
(B) cause it to be unwilling to rely on management's
representations or be associated with the registrant's
financial statements, and due to the Deloitte's resignation
(due to audit scope limitations or otherwise) or dismissal, or
for any other reason, Deloitte did not so expand the scope of
its audit or conduct such further investigation;
(iv) Deloitte has not advised the registrant that
information has come to Deloitte's attention that it has
concluded materially impacts the fairness or reliability of
either (A) a previously issued audit report or the underlying
financial statements, or (B) the financial statements issued
or to be issued covering the fiscal period(s) subsequent to
the date of the most recent financial statements covered by an
audit report (including information that, unless resolved to
Deloitte's satisfaction, would prevent it from rendering an
unqualified audit report on those financial statements), and
due to Deloitte's replacement, or for any other reason, the
issue has not been resolved to Deloitte's satisfaction prior
to its resignation.
(e) In response to a comment letter received by the Company from
the Securities and Exchange Commission, the Company discussed issues
raised therein with Killman, Murrell & Company, P.C., including the
application of various accounting principles. Although Killman Murrell
& Company, P.C. provided both written and oral advice on some of those
issues, that advice was neither an important factor nor formed any part
of the decision relating to the accounting, auditing or financial
reporting issues of the Company. Further, such advice was not a factor
in the Company's decision to replace Deloitte.
(f) The registrant has provided Deloitte with a copy of the
disclosures it is making in response to Item 304(a) of Regulation S-K.
The registrant has requested that Deloitte furnish the registrant with
a letter addressed to the Commission stating whether it agrees with the
statements made by the registrant. Upon receipt of such letter, the
registrant will file it with the Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf, thereby duly
authorized.
Date: November 2, 2005
Stelax Industries Ltd.
/s/ Harmon Hardy
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Harmon Hardy, Chief Executive Officer