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 or Report (Date of earliest event reported): April 18, 2005
MARKETSHARE RECOVERY, INC.
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(Exact name of registrant as specified in its Charter)
Delaware 0-15807 31-1190725
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
95 Broadhollow Road, Suite 101, Melville, New York 11747
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 385-0007
N/A
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(Former Name or former address,
if changed since last report.)
Item 4.01 Changes in Registrant's Certifying Accountant
On April 18, 2005, based upon the recommendation of and approval by our
board of directors, MarketShare Recovery, Inc. (the "Company") dismissed Marcum
& Kliegman LLP ("M&K") as its independent auditor and engaged Wolinetz & Lafazan
& Co. to serve as its independent auditor for the fiscal year ending December
31, 2005.
M&K's reports on the Company's consolidated financial statements for each
of the fiscal years ended December 31, 2004 and 2003 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. However, M&K's reports each
contained an explanatory paragraph about the Company's ability to continue as a
going concern.
During the years ended December 31, 2004 and 2003 and through April 18,
2005, there were no disagreements with M&K on any matter of accounting principle
or practice, financial statement disclosure or auditing scope or procedure
which, if not resolved to M&K's satisfaction, would have caused them to make
references to the subject matter in connection with their reports of the
Company's consolidated financial statements for such years.
In addition, the Company believes there were no reportable events as
defined in Item 304(a)(1)(iv)(B) of Regulation S-B except for material
weaknesses in our system of internal control communicated to us by M&K as
disclosed in item 8A in our 2004 10-KSB filed on April 15, 2005..
The Company has provided M&K with a copy of the foregoing statements and
requested that M&K provide it with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the foregoing statements. A
copy of M&K's letter, dated April 25, 2005, is filed as Exhibit 16.1 to this
Current Report on Form 8-K
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements
None
(b) Pro Forma Financial Information
None
(c) Exhibits
16.1 Letter from Marcum & Kliegman LLP to the Securities and
Exchange Commission dated April 25, 2005.
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 by the
undersigned thereunto duly authorized.
MARKETSHARE RECOVERY, INC.
(Registrant)
Date: April 25, 2005 By: /s/ Raymond Barton
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Raymond Barton,
Chief Executive Officer