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EX-16.1 - LETTER FROM JONATHON P. REUBEN CPA - AirTouch Communications, Inc.waxessex161.htm



 
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 3, 2011
 
 
Waxess Holdings, Inc.
 (Exact name of registrant as specified in Charter)
 
Delaware
(State or other jurisdiction
of incorporation)
333-146478
(Commission
File Number)
20-8820679
 (IRS Employer
Identification No.)
 
 
1401 Dove Street, Suite 220, Newport Beach, CA
92660
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: 949-825-6570
 
     
     
                                                                                                             
 
 (Former name or former address, if changed since last report)
 
 
 
 
 Copies to:
 
 
 Harvey J. Kesner, Esq.
 
 
 Sichenzia Ross Friedman Ference LLP
 
 
 61 Broadway, 32nd Floor
 
 
 New York, New York 10006
 
 
 Telephone: (212) 930-9700
 
 
 
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 following provisions:
 
|_| 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))
 


 
 

 
 
Explanatory Note
 
 On February 9, 2011, Waxess Holdings, Inc. (“we” or the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Form 8-K”), with respect to the Agreement of Merger and Plan of Reorganization, dated as of February 4, 2011, by and among us, Waxess USA, Inc., a privately held California corporation (“Waxess USA”), and Waxess Acquisition Corp., a newly formed wholly-owned Delaware subsidiary of ours (“Acquisition Sub”), whereby Acquisition Sub was merged with and into Waxess USA, and Waxess USA became our wholly-owned subsidiary. Following the merger, we succeeded to the business of Waxess USA as our sole line of business.
 
On April 27, 2011, we filed an amendment to the Form 8-K (the “Amended 8-K”)  in order to include (i) a Management’s Discussion and Analysis of Financial Condition and Results of Operations relating to the financial condition and results of operations of Waxess USA as of, and for each of the years ended December 31, 2010 and 2009, as well as financial statements and related notes for such periods, and (ii) the information required by Item 4.01 relating to a change in the Company’s certifying accountant.

We are filing this amendment to the Amended 8-K in order to attach the letter from the Company’s prior certifying accountant as Exhibit 16.1.
 
 Item 9.01
Financial Statements and Exhibits
 
Item 9.01 of the Form 8-K is hereby amended and supplemented as follows:

(d)           Exhibits.
 
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K/A.
 
Exhibit No.
Description
 
 

 
 
 

 

 
 
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.
 
Date:   June 9, 2011
 
 
WAXESS HOLDINGS, INC.
 
         
 
By:
/s/ Hideyuki Kanakubo
 
   
Name:
Hideyuki Kanakubo
 
   
Title:
President and Chief Executive Officer
 
 
 

 


 
 

 

 
 
INDEX TO EXHIBITS
 
 
Exhibit No.
Description