THE 8K !!!! HERE IT IS !!!!!
Form 8-K for SYSTEMS OF EXCELLENCE INC filed on 18 Nov 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 of 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 25, 1996
SYSTEMS OF EXCELLENCE, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-20788 65-0126945
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
Tysons Dulles Plaza
1420 Spring Hill Road, Suite 155, McLean, Virginia 22102
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(Address of Principal Executive offices)
Registrant's telephone number, including area code: (703) 734-9200
Registrant's Former Name or Address: N/A
ITEM 4. Changes in Registrant's Certifying Accountant
The information in this Item 4 and elsewhere in this Form 8-K is
provided by Registrant's present management (see Items 5 and 6 below), and is
based upon information obtained by present management as a result of diligent
inquiry during the short time present management has been in place, from
Registrant's records, and from accountants, counsel and others who were
associated with Registrant from time to time during the periods referred to
herein. Neither Registrant's President and Chief Executive Officer nor members
of Registrant's current Board of Directors other than Mr. Ken Walther, who
resigned as Registrant's President effective November 1, 1996, were affiliated
with Registrant in such capacities prior to approximately October 24, 1996 and
as a result, do not have personal knowledge of the events reported herein which
occurred prior to that date.
On or about September 18, 1996, confirmed by letter dated September
20, 1996, Weinberg, Pershes & Company, P.A. ("WPC") advised Registrant of the
need to expand "significantly" the scope of its audit. WPC had been engaged as
Registrant's Independent Certifying Accountant on or about July 2, 1996, to
among other things, audit Registrant's balance sheet as of February 29, 1996
and Registrant's related statements of operations, retained earnings, and cash
flows for the year then ended. The basis of WPC's September 18, 1996 advice to
Registrant is more fully set forth in WPC's letter to Registrant dated
September 20, 1996 and delivered to Mr. Huttoe, on behalf of Registrant on or
about that date, a copy of which is included herewith, and hereby incorporated
by reference.
On or about September 25, 1996, David M. Goldstein, Esq., believed by
Registrant's present management to have been counsel for Registrant at the
time, formally notified WPC that its services as Registrant's Independent
Certifying Accountant was no longer required. Upon information and belief,
Registrant's present management believes that Mr. Goldstein was instructed to
advise WPC by Registrant's then Chief Executive Officer and one of Registrant's
two (2) directors, Charles O. Huttoe.
On September 21, 1996, Registrant under the direction and control of
Mr. Huttoe, was caused to appoint M. S. Finkel & Co., CPA, purportedly as
Independent Certifying Accountant to replace WPC. In connection with such
appointment, on or about September 30, 1996, Registrant filed a Report on Form
8-K with the Securities and Exchange Commission ("SEC"), disclosing the change
of Registrant's accountants and stating that there had been no disagreements
with WPC "on any matters of accounting principals or practices, financial
statement disclosure or auditing scope or procedure or any reportable events".
The September 30, 1996 Form 8-K disclosure was incorrect and as mentioned above
there were disagreements between WPC and Registrant. As a result of, and in
connection with the replacement of WPC by M.S. Finkel & Co., WPC was dismissed
as Registrants certifying accountants effective September 21, 1996.
M. S. Finkel & Co. prepared Registrant's balance sheet as of February
29, 1996 and Registrant's related statements of operations, shareholders
equity, and cash flows for the year then ended, which were included in
Registrant's Form 10-KSB filed with the SEC on or about September 24, 1996.
On or about October 4, 1996, the SEC issued a Formal Order of
Investigation (See Item 5 hereof). On or about October 10, 1996, Registrant,
by action of Mr. Huttoe and Maria Iacovelli, purportedly engaged the services
of Feldman, Radin & Co., P.C. Registrant has been unsuccessful in its attempts
to contact M.S. Finkel & Co., and as a result, does not know whether there were
any disagreements between Mr. Huttoe and M. S. Finkel & Co., and/or Registrant
and M.S. Finkel & Co., regarding any accounting issues. On October 18, 1996,
Mr. Kenneth Walther, then President of Registrant (see Items 5 and 6 below), in
a press release issued by Registrant, stated that Feldman, Radin & Co., P.C.
had been engaged to re-audit the financial statements included in Registrant's
Form 10-KSB for the period ended February 29, 1996 because Registrant lacked
confidence in such financial statements, which were prepared and purportedly
subjected to an audit by M.S. Finkel & Co. Registrant is unaware of any action
undertaken in connection with Registrant by Feldman, Radin & Co., P.C. as a
result of the aforementioned appointment. |
