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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 30, 1999
ZEROS USA, INC.
(Exact name of Registrant as specified in charter)
Texas 0-22971 76-0520236
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
507 North Belt East, Suite 550, Houston, Texas 77060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (281) 448-6083
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective April 30, 1999, Grant, Palma & Walker, P.C. (the
"Accountant") resigned as the independent auditors for Zeros USA, Inc. (the
"Company"). For the fiscal year ended March 31, 1997, the only year for which
the Accountant prepared a report on the Financial Statements of the Company, the
Accountant's report did not contain an adverse opinion or a disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope, or
accounting principles.
"DISAGREEMENTS"
During the fiscal year ended March 31, 1998 and the six month
period from April 1, 1998 to September 30, 1998 (the Company's new fiscal year
end) and the subsequent interim period preceding the Accountant's resignation
(the "Accounting Period"), there were no disagreements with the Accountant on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of the Accountant, would have caused it to make reference to
the subject matter of the disagreement in connection with its reports on the
financial statements for such periods.
ITEM 304(a)(1)(v) OF REGULATION S-K ("REPORTABLE EVENTS")
During the Accounting Period, the Accountant advised the Company that
it was unable to obtain information from a third party regarding loan balances
and other information concerning loans from such third party to the Company. The
loans were converted into capital stock of the Company which the Accountant
considered significant to the equity transactions of the Company. In addition,
the Accountant advised the Company that it was unable to obtain information from
affiliates of the Company regarding loans from the Company to such affiliates in
order to determine the collectibility of such loans which, the Accountant
believes, could impact the liquidity and financial position of the Company. The
Accountant reported that it was unable to obtain information confirming details
of transactions during the reporting period to ensure compliance with regulatory
requirements applicable to the Company. Inasmuch as the Accountant was unable to
confirm the specifics of the transactions described above to its satisfaction,
it resigned as the Company's independent auditors without issuing an audit
report.
The Board of Directors and the Audit Committee of the Company were
advised of this matter.
The Company has authorized the Accountant to respond fully to the
inquiries of the Company's successor accountant and has requested that the
Accountant provide the Company as promptly as possible a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements. The Company will file such letter as an amendment to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No.
16.1 Letter re change in certifying accountant
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 28, 1999
ZEROS USA, INC.
By: /s/ CHET GUTOWSKY
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Chet Gutowsky, Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. DESCRIPTION
16.1 Letter re change in certifying accountant