1 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 July 14, 1999 Commission File Number 0-25416 BAOA, INC. ------------------------------------------------------- (Name of Small Business Issuer in Its Charter) CALIFORNIA 33-0563989 ------------------- ----------------- (State of Incorporation) (I.R.S. Employer Identification No.) 2635 Camino Del Rio South, Suite 210, San Diego, California 92108 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (619) 291-2262 ------------------ (Registrant's telephone number, including area code) 2 ITEM 1 CHANGES IN CONTROL OF REGISTRANT. None ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS. None ITEM 3 BANKRUPTCY OR RECEIVERSHIP. None ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On May 5, 1999, the Board of Directors approved the engagement of S.W. Hatfield, Certified Public Accountants to perform the audit of the Company's financial statements for the year ended December 31, 1998. The Company's previous auditors, Harlan & Boettger, LLP decided to discontinue providing their services to the Company on May 3, 1999. During the two most recent years ended December 31, 1996 and 1997, there have been no disagreements with Harlan & Boettger, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure or any reportable events. The audit report of Harlan & Boettger, LLP on the financial statements for the two years ended December 31, 1996 and 1997 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting principles. However, the audit report was modified to include a statement concerning doubts about the Company's ability to continue as a going concern. The Company has requested that Harlan & Boettger, LLP furnish it with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of Harlan & Boettger, LLP's letter to the SEC dated May 3, 1999, is filed as Exhibit 16 to the Company's Form 8-K. 3 ITEM 5 OTHER EVENTS. None ITEM 6 RESIGNATIONS OF REGISTRANT'S DIRECTORS None ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS Exhibit 16 Harlan & Boettger LLP's letter to the SEC ITEM 8 CHANGE IN FISCAL YEAR 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. BAOA, INC. Date: July 14, 1999 /s/ Peter Van Brunt ------------------- Peter Van Brunt, President, Principal Executive Officer, Director Date: July 14, 1999 /s/ Steven R. Wright -------------------- Steven R. Wright, Treasurer, Principal Financial Officer, Director