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 Report (Date of earliest event reported) November 11, 2003
OPT-Sciences Corporation
(Exact name of registrant as specified in its charter)
New Jersey 0-1455 21-0681502
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1912 Bannard Street Riverton, New Jersey 08077
(Address of principal executive offices)
Registrant's telephone number, including the area code 856-829-2800
(Former name or former address, if changed since last report)
FORM 8-KSB FOR OPT-SCIENCES CORPORATION
Effective October 30, 2003, Mayer, Shanzer and Mayer, P.C.
("MSM") resigned as external auditors of our Company. On
November 11, 2003, our Company through its Audit Committee
executed an engagement letter with Goff, Backa, Alfera &
Company, LLC ("GBA") to become the external auditors of our
Company for the fiscal year ended November 1, 2003.
The independent auditors' reports of MSM on the financial statements
of our Company during the two most recent fiscal years ended November
2, 2002 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.
During our two most recent fiscal years and through November 1, 2003,
we had no disagreement with MSM on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or
procedures, which, if not resolved to the satisfaction of MSM, would
have caused it to make a reference to the subject matter of the
disagreement in connection with its reports.
During our two most recent fiscal years and through November 1, 2003,
there have been no "reportable events" as defined in Item 304(a)(1)(v)
of Regulation S-K.
We have provided MSM with a copy of this disclosure, and we
requested that MSM furnish us with a letter addressed to the
Securities and Exchange Commission ("SEC"), stating whether it
agrees with the above statements. A copy of MSM's letter to the
SEC, dated October 30, 2003 , is filed as Exhibit 16.1 to this
Form 8-KSB.
October 30, 2003
Securities and Exchange Commission
and
Mr. Anderson McCabe, President
OPT Sciences Corporation
1912 Bannard Street
Riverton, NJ 08077
Dear Andy,
Effective October 30, 2003, we will cease our services as your auditing
firm.
We
have reached this decision reluctantly and after substantial deliberation
because we have decided to no longer provide audit services to publicly
held
companies.
We are not aware of any substantial accounting matters that remain
unresolved
at this time as stated in the 8K filing.
Please send us a letter authorizing us to make disclosures to your new
accountants. Without such a letter, we are ethically prohibited from
communicating with others regarding your company's affairs.
We look forward to helping you make a smooth transition to your new
auditing
firm.
Very truly yours,
MAYER, SHANZER & MAYER, P. C.
by
Bruce W. Shanzer, CPA
November 3, 2003
Audit Committee
Board of Directors
OPT-Sciences Corporation
1912 Bannard Street
PO Box 221
Riverton, NJ 08077
Dear Sir/Madam:
This letter of arrangement between OPT-Sciences Corporation
(OPT-Sciences) and Goff Backa Alfera & Company, LLC sets forth
the nature and scope of the services we will provide, the
Company's required involvement and assistance in support of our
services, the related fee arrangements and other terms and
conditions designed to assure that our professional services are
performed to achieve the mutually agreed upon objectives of OPT-
Sciences and Goff Backa Alfera & Company, LLC.
SUMMARY OF SERVICES
We will audit the consolidated balance sheet of OPT-Sciences as
of November 1, 2003, and the related consolidated statements of
operations, stockholders' equity and cash flows for the fiscal
year then ended in accordance with U.S. Generally Accepted
Auditing Standards.
The objective of our audit is the expression of an opinion as to
whether your financial statements are fairly presented, in all
material respects, in conformity with U.S. Generally Accepted
Accounting Principles. Our audit will be conducted in
accordance with U.S. generally accepted auditing standards, and
will include tests of your accounting records and other
procedures we consider necessary to enable us to express such an
opinion. If our opinion is other than unqualified, we will
discuss the reasons with you in advance. If, for any reason, we
are unable to complete the audit or are unable to form or have
not formed an opinion, we may decline to express an opinion or
to issue a report as a result of this engagement.
In conjunction with your annual audit, we will perform a review
of the Company's unaudited consolidated quarterly financial
statements and related data for the quarters ending January 31,
2004, May 1, 2004, July 31, 2004, and October 31, 2004. These
reviews, which are substantially less in scope than an audit,
will be conducted in accordance with standards established by
the American Institute of Certified Public Accountants and
specifically Statement on Accounting Standards #71. We will
report to you in writing on the results of our review. From time
to time, we also will report any
additional observations arising from our review that we believe
are appropriate for your consideration. We also will read the
other information included in the annual report to shareholders
and consider whether such information, including the manner of
its presentation, is materially inconsistent with information
appearing in the financial statements.
As you know, to comply with Securities and Exchange Commission
rules, the Company's Form 10-K for the fiscal year ending
November 1, 2003, should include Goff Backa Alfera & Company,
LLC's reports on its audit of the consolidated balance sheet of
the Company as of November 1, 2003, and the related consolidated
statements of operations, shareholders' equity, and cash flows
for the year then ended, and related financial statement
schedules. However, before we can give permission to such use
of our report, we are required by U.S. Generally Accepted
Auditing Standards to read the Form 10-K and any documents
incorporated by reference therein, and to perform certain other
procedures.
OPT-Sciences may wish to include these financial statements in a
future registration statement filed under the Securities Act of
1933 or in some other offering at some future date. Since such
participation was not contemplated at the time of this audit,
this would constitute a new engagement and, accordingly, you
agree that the aforementioned financial statements and our audit
report, or reference to our Firm, will not be included in any
such offering without our prior written permission.
Management is responsible for making all financial records and
related information available to us and for the accuracy and
completeness of that information. We will advise you about
appropriate accounting principles and their application, but the
responsibility for the financial statements remains with you.
This responsibility includes the selection and application of
accounting principles, and the safeguarding of assets. You are
responsible for adjusting the financial statements to correct
material misstatements and for confirming to us in the
management representation letter that the effects of any
uncorrected misstatements aggregated by us during the current
engagement and pertaining to the latest period presented are
immaterial, both individually and in the aggregate, to the
financial statements taken as a whole. You are responsible for
identifying and ensuring that the entity complies with
applicable laws and regulations.
Any additional services that you may request outside the scope
of this letter, and that we agree to provide, will be the
subject of separate written arrangements.
YOUR EXPECTATIONS
As part of our preliminary planning process, we will meet with
you to discuss your expectations of Goff Backa Alfera & Company,
LLC, your concerns about your business, changes in your business
and industry, your views on risks facing you, any relationship
issues with Goff Backa Alfera & Company, LLC, and specific
engagement arrangements and timing. Our service plan, which
includes our audit plan, is designed to provide a foundation for
an effective, efficient, and quality-focused approach to
accomplish the engagement objectives and meet and/or exceed your
expectations. Our service plan will be reviewed with you
periodically and will serve as a benchmark to measure our
performance.
TERMS AND CONDITIONS SUPPORTING OUR FEE ESTIMATE
As a result of our planning process, OPT-Sciences and Goff Backa
Alfera & Company, LLC have agreed to a fee, subject to the
following conditions.
To facilitate meeting our mutual objectives, OPT-Sciences will
provide, in a timely manner, audit schedules and supporting
information, including timely communication of all significant
accounting and financial reporting matters, as well as working
space and clerical assistance as mutually agreed upon and as is
normal and reasonable in the circumstances. Upon acceptance, we
will provide OPT-Sciences with a list of information we require
on a quarterly and annual basis. When and if for any reason
OPT-Sciences is unable to provide such schedules, information
and assistance, Goff Backa Alfera & Company, LLC and OPT-
Sciences will mutually revise the fee to reflect additional
services, if any, required by GBAC to achieve these objectives.
Such revisions will be set forth in the form of the attached
"Amendment to Letter of Arrangement."
In providing our services, we will consult with OPT-Sciences
with respect to matters of accounting, financial reporting, tax
or other significant business issues. Accordingly, time
necessary to affect a reasonable amount of such consultation is
reflected in our fee. However, should a matter require
research, consultation or audit work beyond that amount, Goff
Backa Alfera & Company, LLC and OPT-Sciences will agree to an
appropriate revision in services and fee. Such revisions will
also be set forth in the form of the attached "Amendment to
Letter of Arrangement."
Except for any changes in fees, which may result from the
circumstances described above, our fees will be limited to those
set forth below.
FEE
Our fees, plus out-of-pocket expenses, for the services
described above are set forth in Attachment A, and are subject
to the terms and conditions above.
LIMITATIONS OF THE AUDITING PROCESS
Our audit will include procedures designed to obtain reasonable
assurance of detecting misstatements due to errors or fraud that
are material to the financial statements. As you are aware,
however, there are inherent limitations in the auditing process.
For example, audits are based on the concept of selective
testing of the data being examined and are, therefore, subject
to the limitation that misstatements due to errors or fraud, if
they exist, may not be detected. Also, because of the
characteristics of fraud, including attempts at concealment
through collusion and forgery, a properly designed and executed
audit may not detect a material misstatement due to fraud.
Similarly, in performing our audit we will be aware of the
possibility that illegal acts may have occurred. However, it
should be recognized that our audit provides no assurance that
illegal acts generally will be detected and only reasonable
assurance that illegal acts having a direct and material effect
on the determination of financial statement
amounts will be detected. We will inform you with respect to
material errors and fraud, or illegal acts that come to our
attention during the course of our audit.
RESPONSIBILITIES AS TO INTERNAL CONTROL
As a part of our audit, we will consider OPT-Sciences' system of
internal control, as required by U.S. Generally Accepted Auditing
Standards, sufficient to plan the audit and to determine the nature,
timing, and extent of auditing procedures necessary for expressing
our opinion concerning the financial statements. You recognize that
the financial statements and the establishment and maintenance of
effective internal control over financial reporting are the
responsibility of management. Appropriate supervisory review
procedures are necessary to provide reasonable assurance that
adopted policies and prescribed procedures are adhered to and to
identify errors and fraud or illegal acts. An audit is not designed
to provide assurance on internal control. As part of our
consideration of OPT-Sciences' system of internal control, however,
we will inform you of matters that come to our attention that
represent significant deficiencies in the design or operation of the
system of internal control.
We are prepared at your request to perform a more in-depth
assessment of OPT-Sciences' system of internal control, and report
our findings and recommendations, or to conduct an examination
engagement on the effectiveness of its internal control. We would
be pleased to discuss fees for these services, which depend on their
scope and compliance with current SEC rules and regulations.
REPRESENTATION FROM MANAGEMENT
Management is responsible for the fair presentation of the financial
statements in conformity with U.S. Generally Accepted Accounting
Principles and in compliance with current SEC rules and regulations,
for making all financial records and related information available
to us, and for identifying and ensuring that the entity complies
with the laws and regulations applicable to its activities. At the
conclusion of the engagement, OPT-Sciences management will provide
to us a representation letter that, among other things, addresses
these matters and confirms certain representations made during the
audit, including, to the best of their knowledge and belief, the
absence of fraud involving management or those employees who have
significant roles in OPT-Sciences system of internal control, or
others where it could have a material effect on the financial
statements.
ELECTRONIC FILINGS WITH THE SEC
With regard to electronic filings, such as in connection with the
SEC's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR")
system, you agree that before filing any document in electronic
format with the SEC or others with which we are associated, you will
advise us of the proposed filing and we will provide you with a
signed copy of our report(s), consent(s), and/or any other relevant
document. These manually signed documents will serve to authorize
the use of our name prior to any electronic transmission by you.
For our files, you will provide to us a complete copy of the
document as accepted by EDGAR or others.
COMMUNICATIONS
At the conclusion of the engagement, we will provide management, in
a mutually agreeable format, our recommendations designed to help
the Company make improvements in its internal control and
operations, and other matters that may come to our attention (see
"Responsibilities as to Internal Control" above).
As part of this engagement we will ensure that certain additional matters
are communicated to the appropriate members of management and the audit
committee. Such matters include (1) the initial selection of any changes
in significant accounting policies and their application; (2) the process
used by management in formulating particularly sensitive accounting
estimates and the basis for our conclusions regarding the reasonableness
of those estimates; (3) audit adjustments that could, in our judgment,
either individually or in the aggregate, have a significant effect on
your financial reporting process; (4) any disagreements with management,
whether or not satisfactorily resolved, about matters that individually
or in the aggregate could be significant to the financial statements or
our report; (5) our views about matters that were the subject of
management's consultation with other accountants about auditing and
accounting matters; (6) major issues that were discussed with management
in connection with the retention of our services, including, among other
matters, any discussions regarding the application of accounting
principles, SEC rules and regulations, and auditing standards; and (7)
any serious difficulties that we encountered in dealing with management
related to the performance of the audit; (8) total fees for management
advisory services during the year under audit, including a description of
the types of such services rendered: and (9) our independence.
As part of our ongoing process of assessing the quality of our
services, you may receive questionnaires from us and/or visits from
senior partners not directly involved in providing services to you.
We appreciate the attention that you give to these and value your
commentary. Additionally, if you have questions or concerns about
our services, you may contact any of the Firm's partners assigned to
the engagement.
ACCESS TO WORKING PAPERS
The working papers for this engagement are the property of Goff
Backa Alfera & Company, LLC and constitute confidential information.
Except as discussed below, any requests for access to our working
papers will be discussed with you prior to making them available to
requesting parties.
Our Firm, as well as all other accounting firms, participates in a
"peer review" program, covering our audit and accounting practices.
This program requires that once every three years we subject our
quality assurance practices to an examination by another accounting
firm. As part of the process, the other firm will review a sample
of our work. It is possible that the work we perform for you will
be selected by the other firm for their review. If selected, they
are bound by professional standards to keep all information
confidential.
SUBPOENAS
In the event we are requested or authorized by you or required
by government regulation, subpoena, or other legal process to
produce our working papers or our personnel as witnesses with
respect to our engagement for you, you will, so long as we are
not a party to the proceeding in which the information is
sought, reimburse us for our professional time and expenses, as
well as the fees and expenses of our counsel, incurred in
responding to such a request.
If the foregoing is in accordance with your understanding,
please sign the copy of this letter in the space provided and
return it to us. If you have any questions, please call Robert
H. Krebs or Daniel K. Goff at (412) 885-5045.
GOFF BACKA ALFERA & COMPANY, LLC. By:
Robert H. Krebs, CPA
RESPONSE:
This letter correctly sets forth the understanding of OPT-Sciences.
_________________________________ ___________________
Chairman, Audit Committee Date
Attachments
AMENDMENT TO LETTER OF ARRANGEMENTS
October 7, 2003
Audit Committee
Board of Directors
OPT-Sciences, Corporation
1912 Bannard Street
PO Box 221
Riverton, NJ 08077
Dear Sir/Madam:
The letter of arrangement dated October 7, 2003, between Goff Backa
Alfera & Company, LLC and OPT-Sciences Corporation is hereby amended
to reflect the following:
Estimated
Description of/Causes for Amendment
Fees Impact
$
Total this amendment
___________
Previous fee estimate ___________
Revised fee estimate $
Please sign the copy of this letter in the space provided and
return it to us. If you should have any questions, please call
Robert H. Krebs at (412) 885-5045.
Very truly yours,
________________________________________
Submitted By
________________________________________
____________________
Accepted By
Date
________________________________________
Title
Attachment A
FEE SUMMARY FOR SERVICE YEARS ENDING NOVEMBER 1, 2003 AND 2004
Audit of OPT-Sciences Corporation and subsidiaries as of
November 1, 2003 and 2004 $ 10,000/year
Quarterly review of unaudited financial statements (4)
$ 2,000/quarter
Review of Predecessor Work papers and Files $ 1,000 (initial
year only)
Expenses (estimate)
$ 1,000
? INVOICE AND PAYMENT SCHEDULE
Upon Acceptance (10% retainer) $ 1,000
Additional invoices will be issued semi-monthly for progress
billings relating to work completed. Invoices rendered are due
and payable upon receipt. Out-of-pocket expenses, if incurred,
will be added to each invoice as incurred.