8-K 1 witelcorp8k.txt 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 of report (Date of earliest event reported) August 3, 2009 -------------- Witel Corp. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Nevada ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 333-145134 20-8734462 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) Konigsallee 60F, Dusseldorf, Germany N/A -------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (866) 400-0576 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 1224 Washington Avenue, Miami Beach, Florida ------------------------------------------------------------- (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 following provisions (see General Instruction 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. (a) On August 3, 2009, Board of Directors of the Registrant dismissed Moore & Associates Chartered, its independent registered public account firm. On the same date, August 3, 2009, the accounting firm of Seale and Beers, CPAs was engaged as the Registrant's new independent registered public account firm. The Board of Directors of the Registrant and the Registrant's Audit Committee approved of the dismissal of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs as its independent auditor. None of the reports of Moore & Associates Chartered on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form 10-K for the fiscal year ended December 31, 2008 a going concern qualification in the registrant's audited financial statements. During the registrant's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Moore and Associates, Chartered whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore and Associates, Chartered's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements. The registrant has requested that Moore and Associates, Chartered furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter is attached as an exhibit to this Form 8-K. b) On August 3, 2009 the registrant engaged Seale and Beers, CPAs as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted Seale and Beers, CPAs regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B. ITEM 7.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. a) Not Applicable. b) Not Applicable. c) Exhibits No. Exhibits --- -------- 16.1 Letter from Moore and Associates, Chartered, dated August 4, 2009, to the Securities and Exchange Commission regarding statements included in this Form 8-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. Date: August 4, 2009 By: /s/ Gary Tsitron --------------------------- Name: Gary Tsitron Title: Chief Executive Officer EXHIBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- 16.1 Letter from Moore and Associates, Chartered, dated August 4, 2009, to the Securities and Exchange Commission regarding statements included in this Form 8-K

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 earliest event reported)

WITEL CORP.

(Exact name of registrant as specified in its charter)

Nevada		333-145134				20-8734462
(State of incorporation)		(Commission File Number)				(IRS Employer Identification No.)

1224 Washington Avenue Miami Beach, Florida				33139
(Address of principal executive offices)				(Zip Code)

866-400-0576

(Registrant's telephone number,

including area code)

1800 Century Park East, Suite 600

Los Angeles, California 90067

(Former Name or Former Address, if Changes 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 following provisions (see General Instruction 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))

As used in this report, the terms "we", "us", "our", "our company," or the “Corporation" refers to Witel, Corp., a Nevada corporation.

Item 5.01. Changes in Control of Registrant

On February 26, 2009, Gary Tsitron, the newly appointed Chief Executive Officer of the Corporation, in reviewing the shareholder vote disclosed in our Form 8-K as filed with the Securities and Exchange Commission on February 10, 2009 (which vote included, among other shareholder's votes, the subsequent beneficial owner of Company shares as discussed below), became aware that, as a result of a private transaction, a material change occurred in the beneficial ownership of shares certain controlling shares of the Corporation prior to such vote.

Consequently, as of March 4, 2008, Joshua Hershkovitz sold one million, two hundred and fifty thousand shares (reported as held by Joshua Hershkovitz in our Form 10-K for December 31, 2007 and representing 20.83% of our issued and outstanding shares as of April 15, 2008) to Moshe Solomonow. As of November 5, 2008, the latest quarterly filing by the Corporation, the number of our shares outstanding and outstanding was 6,450,000. Thus, as of that date, the shares represent 19.38% of our issued and outstanding shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

None.

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.

WiTel Corp. DATE: February 26, 2009 By: /s/ Gary Tsitron Name: Gary Tsitron Title: Chief Executive Officer

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