=============================================================================== 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): April 24, 2001 9278 COMMUNICATIONS, INC. -------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 333-37654 98-0207906 ---------------------------- --------------------- ------------------ (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) dentification No.) 1942 Williamsbridge Road, Bronx, New York 10461 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (718) 887-9278 Not Applicable ------------------------------------------------------------ (Former name or former address if changed since last report) ================================================================================ ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) On April 24, 2001, Friedman Alpren & Green LLP resigned as the Registrant's independent auditors. Friedman Alpren & Green's reports on the Registrant's financial statements for the past two years did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Registrant's two most recent fiscal years and subsequent interim periods there were no disagreements with Friedman Alpren & Green on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. (b) Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits 16.1 Letter from Friedman Alpren & Green LLP, dated April 30, 2001, addressed to the Securities and Exchange Commission, in compliance with Item 304 of Regulation S-K. 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 hereunto duly authorized. 9278 COMMUNICATIONS, INC. ------------------------- (Registrant) Date: May 1, 2001 By: /s/ Sajid Kapadia ------------------------------------ Sajid Kapadia Chairman and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 16.1 Letter from Friedman Alpren & Green LLP, dated April 30, 2001, addressed to the Securities and Exchange Commission, in compliance with Item 304 of Regulation S-K.