SECURITIES AND EXCHANGE COMMISION
WASHINGTON, DC 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) May 15, 2001
WASTE CONVERSION SYSTEMS, INC.
(Exact name as specified in its charter)
Nevada 33-58972 22-280078
------ -------- ---------
(State or other Jurisdiction (Commission File Number) IRS Employer
of Incorporation) Identification Number
4871 N. Mesa Drive, P.O. Box 69, Castle Rock, CO 80104-0069
-----------------------------------------------------------
(Address of Principal Executive Office) (Zip code)
Registrant's telephone number, including area code (303) 419-2999
--------------
6890 So. Tucson Way, Suite 200, Englewood, CO 80112 (303) 790-8300
------------------------------------------------------------------
(Former address, if changed since last report)
Exhibit Index on page 2
1
WASTE CONVERSION SYSTEMS, INC.
FORM 8-K
INDEX
Item 4. Changes in Registrant's Certifying Accountant .....................3
Item 5. Other Events.......................................................3
Item 6. Resignation of Registrant's Directors
And Appointment of New Directors...................................4
Item 7. Financial Statements and Exhibits..................................4
Signature......................................................................5
Exhibits:
1. Resignation of Mr. Stanley Abrams..................................6
2. Resignation of Mr. James Woodley...................................7
3. BDO Siedman letter to the Commission...............................8
2
FORWARD LOOKING STATEMENTS.
Certain statements in this Form 8-K Information Statement constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements involve known and unknown risks, uncertainties, and other
factors which may cause the actual results, performance or achievements
of the Company to be materially different from any future results,
performance or achievements, expressed or implied by the
forward-looking statements.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNT.
The last audited financial statement for the registrant was done by BDO
Seidman and was dated December 24, 1993 for the period ending September
30, 1993. No audited financial statements have been filed since that
time.
The registrant's former Officers and Directors determined to engage a
new principal accountant, and the Company's new Officers and Directors
concurred in that determination. On June 25, 2001, the registrant
engaged Bailey Saetveit & Co., P.C., a new independent accountant, as
the principal accountant to audit the registrant's financial
statements. During the registrant's two most recent fiscal years, and
subsequent interim period prior to engaging that accountant, neither
the registrant nor anyone on its behalf consulted the newly engaged
accountant regarding either: (i) the application of accounting
principles to specified transaction, either completed or proposed; or
the type of audit opinion that might be rendered on the registrant's
financial statements; or (ii) any matter that was either the subject of
a disagreement or a reportable event.
The registrant has provided an authorization dated June 26, 2001 to its
former accountant to fully respond to all inquiries that the
registrant's successor may have.
Item 5. OTHER EVENTS.
Concurrent with the election of new Directors, and the resignation of
the current Officers and Directors (Item 6 below), the Company
authorized, but has not completed a change of Address of its Principal
Executive Office to 24 East Fourth Street, St. Paul, MN 55101, the
Office of its current Counsel who will provide the space at no cost to
the Company.
Also, as the Company has completely gone out of its former business,
its current business is as follows:
3
The new Board of Directors were elected for the purpose of attempting
to bring some value to the shareholders of the Company by locating and
combining with an existing, privately held Company or Group that has
profitable business, or one that in the opinion of the Board has growth
potential, regardless of the industry in which they operate. It was
noted that the Company has for all practical purposes had no business
since about 1995. Management is conducting an investigation to
determine the status of the Company's affairs. The Company does not
intend to combine with a private Company subject to the Investment
Company Act of 1940. A business combination may be structured as a
merger, combination or consolidation, exchange of the Company's common
stock or assets or any other form which will result in the combined
enterprise becoming a publicly held corporation. The Company will have
no source of revenue. To the extent that the Company incurs operating
liabilities before the consummation of a business combination, it may
not be able to satisfy those liabilities as they are incurred.
The new Board is not sure that it has all of the facts pertaining to
the prior operation of the Company, but is exercising its best efforts
to obtain such facts.
Item 6. RESIGNATION OF REGISTRANT'S DIRECTOR AND ELECTION OF NEW DIRECTORS.
At a Special Meeting of the Board of Directors on May 15, 2001, new
Directors were elected to the Board. They are Gregory Johnson, Robert
Heidmann and Glenna Price. At the same time new Officers were elected
as follows: Gregory Johnson, President and Chief Executive Officer;
Robert Heidmann, Vice-President; Glenna Price, Secretary/Treasurer and
Chief Financial Officer.
The then current Directors, Mr. Stanley Abrams and Mr. James Woodley
then resigned their positions as Directors of the Company.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. Letter of resignation of Mr. Stan Abrams is attached as
Exhibit 1.
b. Letter of resignation of Mr. James Woodley is attached as
Exhibit 2.
c. Letter from BDO Siedman, Registrant's former accountant,
addressed to the Commission pursuant to Regulation S-K, 17
C.F.R.ss.229.304(a)(3).
4
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: June 28, 2001.
WASTE CONVERSION SYSTEMS, INC.
/s/Glenna Price
------------------------------
Glenna Price, Secretary
5