-----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, JWLjpkApMRUopqbBdm9TjJeFMn8Ps+RYy0VMdete9zxxOPHX0bnaeyfCY5w166Yt P0JycqB4GMriJ/QJZLnBpg== 0001176721-06-000061.txt : 20060912 0001176721-06-000061.hdr.sgml : 20060912 20060525170745 ACCESSION NUMBER: 0001176721-06-000061 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060421 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060525 DATE AS OF CHANGE: 20060526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARBON JUNGLE, INC CENTRAL INDEX KEY: 0001098583 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 911933601 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-58188 FILM NUMBER: 06867785 BUSINESS ADDRESS: STREET 1: 400 CONTINENTAL BLVD. - 6TH FLOOR CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3104262333 MAIL ADDRESS: STREET 1: 400 CONTINENTAL BLVD. - 6TH FLOOR CITY: EL SEGUNDO STATE: CA ZIP: 90245 FORMER COMPANY: FORMER CONFORMED NAME: ONE TOUCH TOTAL COMMUNICATIONS INC DATE OF NAME CHANGE: 19991109 8-K/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 1) 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 21, 2006 CARBON JUNGLE, INC. ------------------- (Exact name of registrant as specified in its charter). Nevada 333-58188 91-1933601 ------ --------- ---------- (State or other (Commission (IRS Employer jurisdiction of incorporation) File Number) Identification No.) 400 Continental Blvd. - 6th Floor, El Segundo, CA 90245 - --------------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (310) 426-2333 --------------- ONE TOUCH TOTAL COMMUNICATIONS, INC. ------------------------------------ 1636 STADIUM VIEW ----------------- ANAHEIM, CA 92806 ----------------- (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 followings provisions (see General Instructions 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 On April 21, 2006, the Registrant's Board of Directors dismissed L. L. Bradford & Company, LLC of Las Vegas, Nevada from its position as the Registrant's principal independent accountant. L.L. Bradford & Company, LLC rendered an opinion on the Registrant's financial statements for the years ended December 31, 2001 and 2000 that is included in the Registrant's Annual Report on Form 10-KSB that was filed on April 12, 2002. L.L. Bradford & Company, LLC has not rendered an opinion on the Registrant's financial statements for any period subsequent to 2001. The audit reports of L.L. Bradford & Company, LLC did not contain any other adverse opinion or disclaimer of opinion nor were they modified as to uncertainty, audit scope or accounting principles. During the Registrant's two most recent audited fiscal years and during the subsequent interim period through April 21, 2006 there were no disagreements between the Registrant and L. L. Bradford & Company, LLC, on any matter of accounting principles or practices, financial statements disclosure, of auditing principles or procedure, which disagreements, if not resolved to the satisfaction of L.L. Bradford & Company, LLC, would have caused it to make reference to the subject matter of the disagreement in connection with its reports. On April 21, 2006, the Registrant engaged Demetrius & Company, L.L.C. of Wayne, New Jersey as the Registrant's principal independent auditor. At no time during the past two fiscal years or any subsequent period through April 21, 2006 did the Registrant consult with Demetrius & Company, L.L.C. regarding any matter of the sort described above with reference to L.L. Bradford & Company, LLC, any issue relating to the Registrant's financial statements, or the type of audit opinion that might be rendered for the Registrant. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits - -------- 16-a Letter from L.L. Bradford & Company, LLC dated April 26, 2006 16-b Letter from L.L. Bradford & Company, LLC dated May 23, 2006 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. May 23, 2006 CARBON JUNGLE, INC. By: /s/ Bo Linton --------------- Bo Linton, President EX-16.1 2 doc2.txt EXHIBIT 16.1 L. L. Bradford & Company, LLC 3441 South Eastern Avenue, Las Vegas, Nevada 89109 Phone: 702.734.5030 Fax: 702.735.4854 May 23, 2006 Securities and Exchange Commission 450 5th Street NW Washington, D.C. 20549 Re: Carbon Jungle, Inc., f/k/a One Touch Total Communications, Inc.'s Gentlemen: We have read Item 4.01 of Carbon Jungle, Inc., f/k/a One Touch Total Communications, Inc.'s Form 8-K/A dated May 23, 2006 and agree with the statements therein concerning L.L. Bradford & Company, LLC. /s/ L. L. Bradford & Company, LLC - --------------------------------------- L. L. Bradford & Company, LLC CORRESP 3 filename3.txt ROBERT BRANTL, ESQ. 322 4TH STREET BROOKLYN, NY 11215-2805 718-768-6045 718-965-4042 (FAX) May 25, 2006 Via EDGAR and fax - -------------------- Carlton Tartar Assistant Chief Accountant Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Carbon Jungle, Inc. Item 4.01 Form 8-K Filed 5/2/06 File No. 333-58188 -------------------- Dear Mr. Tartar: I am counsel to Carbon Jungle, Inc. I am writing in response to your letter to Bo Linton, President of Carbon Jungle, Inc., dated May 3, 2006. The Staff's comments that were set forth in your letter are repeated below in italics. 1. Please correct the commission file number on the cover page of your filing. Also, it appears that the name of the company and contact address has recently changed. Please submit the corrected information on the appropriate EDGAR form. Information for EDGAR filers is available at www.sec.gov. 1. Carbon Jungle is today filing an amendment to the Current Report on Form 8-K dated April 21, 2006. As requested, the commission file number has been corrected on the cover of the amended filing. In addition, as requested, Carbon Jungle has updated the Form ID information in the EDGAR database. 2. We note the second paragraph of your disclosure. The meaning of the "except for" reference to your prior 10KSB filing is unclear, and it appears that the filing date is incorrect. Please revise your disclosure to clearly state the periods that were audited by the former accountant, and then address whether the former accountant's report on the financial statements for either of the past two years contained an adverse opinion, a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles; and to describe the nature of each such adverse opinion, disclaimer of opinion, modification or qualification. This would include disclosure of uncertainty regarding the ability to continue as a going concern in the accountant's report. Please revise your disclosure accordingly. 2. As requested, the amended filing contains the disclosure regarding prior opinions required by Item 304(a)(1)(ii) of Regulation S-B. 3. Item 304(a)(l)(iv)(A) of Regulation S-B requires you to disclose whether during the registrant's two most recent fiscal years and any subsequent interim period through the date of resignation, declination or dismissal there were any disagreements, resolved or not, with the former accountant 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 the former accountant, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports. Please revise your disclosure accordingly. 3. As requested, the amended filing contains the disclosure required by Item 304(a)(1)(iv)(A) of Regulation S-B. 4. Please obtain and file an Exhibit 16 letter from the former accountants stating whether the former accountant agrees with your revised Item 304 disclosures, or the extent to which the accountant does not agree. 4. As requested, an Exhibit 16 letter from the former accountants has been filed with this amended 8-K. Yours /s/ Robert Brantl ----------------- Robert Brantl ACKNOWLEDGEMENT --------------- The undersigned, as President of Carbon Jungle, Inc., hereby acknowledges that: - - Carbon Jungle, Inc. is responsible for the adequacy and accuracy of the disclosure in the filing; - - Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and - - Carbon Jungle, Inc. may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Yours /s/ Bo Linton -------------------- Bo Linton, President RB:rk -----END PRIVACY-ENHANCED MESSAGE-----