So the reason for the emergency webcast was damage control on the 8-K disclosing the regsignation of the auditors.
That is a very, very bad sign!!!
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
MARCH 18, 2003
Date of Report (Date of earliest event reported)
E.DIGITAL CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-20734
(Commission File Number)
33-0591385
(IRS Employer Identification No.)
13114 EVENING CREEK DRIVE SOUTH
SAN DIEGO, CALIFORNIA 92128
(Address of principal executive offices)
(858) 679-1504
(Registrant's telephone number, including area code)
================================================================================
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 18, 2003, Ernst & Young LLP resigned as the Registrant's independent
auditor. The audit reports of Ernst & Young LLP on the financial statements of
the Registrant for fiscal years 2002 and 2001 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or application of accounting principles, except that Ernst & Young
LLP's report for the years ended March 31, 2002 and 2001 included an explanatory
paragraph regarding the Registrant's ability to continue as a going concern.
During the Registrant's two most recent fiscal years, and the interim period in
fiscal 2003 to the time of termination, there were no disagreements with Ernst &
Young LLP on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure. The Registrant has
authorized Ernst & Young LLP to respond fully to any inquiries of its successor
accountants.
During the Registrant's two most recent fiscal years and the subsequent interim
period in fiscal 2003 to the date of the resignation of Ernst & Young LLP, Ernst
& Young LLP did not advise the Registrant of any reportable conditions relating
to weaknesses in internal controls.
On March 19, 2003, the Audit Committee of the Registrant recommended and the
Board of Directors approved Singer Lewak Greenbaum & Goldstein, LLP as the
principal accountant to audit its financial statements.
During the Registrant's two most recent fiscal years and the interim period in
fiscal 2003 until the engagement of Singer Lewak Greenbaum & Goldstein, LLP, the
Registrant did not consult Singer Leewak Greenbaum & Goldstein, LLP concerning
the application of accounting principles to any specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Registrant's financial statements in circumstances in which a written report
was provided or oral advice was provided that Singer Lewak Greenbaum &
Goldstein, LLP concluded was an important factor considered by the Registrant in
reaching a decision as to the particular issue.
The Registrant has requested that Ernst & Young LLP furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not Ernst
& Young LLP agrees with the above statements.
A copy of such letter, dated March 19, 2003, is filed as Exhibit 16 to this Form
8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit Number Description of Exhibit
-------------- ----------------------
16.1 Letter dated March 19, 2003 from Ernst & Young LLP
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.
E.DIGITAL CORPORATION
By: /s/ Ran Furman
------------------------------------------
Ran Furman, Chief Financial Officer
Date: March 20, 2003 (Principal Financial and Accounting Officer
And duly authorized to sign on behalf
of the Registrant)
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