"Part 4" of 8K
Date: November 15, 1996.
EXHIBIT INDEX
Exhibit No. Document Description
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99.1 Letter from Weinberg, Pershes & Company, P.A., dated
September 20, 1996.
99.2 Complaint filed in Civil Action no. CV 96 02543 GK, pending
in the United States District Court for the District of
Columbia and styled SECURITIES AND EXCHANGE COMMISSION V.
CHARLES O. HUTTOE, HUTTOE & ASSOCIATES, INC., WORD
CORPORATION, NATIONAL TRADING SERVICES, INC., KAREN PURVIS,
TAMMY JO PERKINS, JOSEPHINE BROOKS, SGA GOLDSTAR RESEARCH
INC., THEODORE R. MELCHER, JR., SHANNON B. TERRY, SYSTEMS
OF EXCELLENCE, INC., APLHA SECURITIES, LTD. AND DUNBAR
HOLDINGS, LTD.
99.3 Order Granting Plaintiff's Request for Temporary
Restraining Order, Asset Freeze, and other Relief, entered
in Civil Action No. 96-02543 GK, pending in the United
States District Court for the District of Columbia.
EXHIBIT 99.1
WEINBERG, PERSHES & COMPANY, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
September 20, 1996
Systems of Excellence, Inc.
2600 Douglas Road
Suite 607
Coral Gables, Florida 33134
Gentlemen:
As you know, on or about July 2, 1996, Weinberg, Pershes & Company, P.A.
("WPC") was retained by Systems of Excellence, Inc. (the "Company") to audit
the Company's balance sheet as of February 29, 1996 and the Company's related
statements of operations, retained earnings, and cash flows for the year then
ended. WPC was also retained to provide consulting services to the Company
with respect to all accounting and tax matters related to proposed
acquisitions, tax matters and other general matters.
In the course of our audit of the Company we have become aware of information
indicating that certain acts of the Company may not have been in conformity
with state and federal law. The purpose of this letter is to advise you of our
statutory obligations under Section 10A of the Securities Exchange Act of 1934
(the "1934 Act"), in connection with our audit of the Company's balance sheet
and to advise you that, based on our preliminary findings, we have concluded
that the Company may have committed illegal acts, as defined in Section 10A of
the 1934 Act, which may have a material effect on the Company's financial
statements and which require that timely and appropriate remedial action be
taken by the Company. A copy of Section 10A of the 1934 Act is enclosed for
your review.
Based on information developed to date by WPC in the course of our audit, we
have determined the following:
1. The Company has not filed the following reports required to be filed
under the federal securities laws:
a. Form 10-Q for the quarter ended May 31, 1996;
b. Form 10-Q for the quarter ended August 31, 1996; and
c. Form 10K for the fiscal year ended February 29, 1996.
2. The Company may have (i) increased the number of authorized shares of
its common stock, (ii) issued shares of its common stock to members of
the public, and (iii) made substantial acquisitions without a vote of
the Company's shareholders and without following proper corporate
formalities, as required by Florida law. |
