U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 24, 2002
WASTE CONVERSION SYSTEMS, INC.
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(Exact Name of registrant as specified in its Charter)
Nevada 33-58972 22-2800078
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(State of Incorporation) Commission File No. (IRS Employer
Identification No.)
18505 Highway 377 South, Fort Worth, TX 76126
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, ( 817 ) 512 - 3033
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(Registrant's former name and address)
4871 Mesa Drive, Castle Rock, CO 80104
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Pursuant to Item 304 of Regulation S-B the registrant states:
(a) (1) On February 24, 2002, the Registrant changed accountant from Bailey,
Saetveit & Company to Jack Burke, C.P.A., P.O. Box 15728, Hattiesburg,
Mississippi 39404.
(i) The Company decided not to reappoint Bailey, Saetveit & Company as
its independent accountant;
(ii) The financial statements reported on by Bailey, Saetveit & Company
were not subject to an adverse or qualified opinion, or a disclaimer of opinion
and were not modified as to uncertainty, audit scope or accounting principles
during the past two fiscal years, and interim periods;
(iii) The decision to change accountants was approved by the
Registrant's Board of Directors; and
(iv) (A) There were no disagreements related to accounting principles
or practices, financial statement disclosure, or auditing scope or procedure
during the past two fiscal years and interim periods.
(B) Not applicable;
(C) Not applicable;
(D) Not applicable; and
(E) Not applicable.
(2) On February 24, 2002, the Registrant engaged Jack Burke, a
Certified Public Accountant, as its independent accountant.
(i) The Registrant did not consult with Jack Burke, C.P.A.,
its new independent accountant, regarding any matter prior to his engagement;
and
(ii) Not applicable.
(3) The Registrant has provided to Bailey, Saetveit & Company, its
former accountant, a copy of the disclosures contained in this Item 4 and the
Registrant has requested a letter from Bailey, Saetveit & Company, addressed to
the Commission, confirming the statements made by the Registrant in this Item 4.
A copy of such letter is attached hereto.
(b) Not applicable.
Item 5. Other Events.
(a) Change of Officers and Directors
On February 12, 2002, the Company's board of directors and officers
resigned their positions and appointed the persons listed below to fill their
vacant positions. None of the resigning directors expressed any disagreement
with the Company on any matter relating to the its operations, policies or
practices.
Table 1. Directors and Executive Officers
Date became director
Name Age Position or officer
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Randy Moseley 54 President, Board Chairman 2/12/02*
Treasurer
Stanley Woods 50 Secretary, Director 2/12/02*
Marc Pace 47 Director 2/12/02*
* Term of office runs until next annual shareholder meeting or resignation.
Business Experience of Management
Randy Moseley:
Mr. Moseley is the Company's President and Chairman of the Board of Directors.
October 2001 to Present- He has served as President and Chief Executive Officer
of Urban Television Network Corporation (UTVN). He is the founder of UTVN which
was organized in October 2001 for the purpose of acquiring the original American
Independent Network (AIN) television broadcast signal and television network
affiliate base from Hispanic Television Network, Inc. UTVN provides television
ethnic minority programming for the African-American population across the
United States. UTVN has over 50 national affiliates.
November 1999 to September 2001- Mr. Moseley served as Executive Vice President
and Chief Financial Officer of Tensor Information Systems, Inc. in Fort Worth,
Texas. Tensor developed customized software applications for large companies
such as Sabre Corporation, the U.S. Post Office, Lockheed, Southwest Land and
Title, and Consumers Digest.
November 1993 to November 1999- Mr. Moseley launched American Independent
Network (AIN) as a national television network for independent television
broadcast stations. He served as President, Chief Financial Officer and a member
of the AIN Board of Directors. The AIN programming format and content was
family-oriented and directed to the national general viewing television audience
markets.
Mr. Moseley received a Bachelor's Degree in Business Administration from
Southern Methodist University in 1970. He is a Certified Public Accountant and
affiliated with the Texas Society of Certified Public Accountants and the
American Institute of Certified Public Accountants.
Stanley Woods:
Stanley Woods is a member of the Company's Board of Directors and is the
Company's corporate Secretary.
June 2000 to Present- He has served as President of Cresson Investment, Inc., a
corporate planning consulting firm.
September 1998 to June 2000- He was an instructor at Ranger High School and
Ranger Junior College. June 1993 to September 1998- Mr. Woods worked in the
trucking industry with JB Hunt.
Mr. Woods received a Bachelor's Degree in Business Administration from Tarlton
State University in 1978.
Marc Pace:
Marc Pace is a member of the Board of Directors. He owns and operates, M3X
Development, a real estate development company for the last 10 years. M3X
Development is engaged in the single family lot development, home construction
and several commercial developments in Texas. During the past five years he has
been involved in several Texas oil and gas development projects.
Mr. Pace received a Bachelor's Degree in Business Management from Texas Tech
University in 1976.
(b) Change of Corporate Address
The Company's new corporate office address and contact information is
as follows: Waste Conversions Systems, Inc., 18505 Highway 377 South, Fort
Worth, TX 76126, Tel. (817) 512-3033, Fax (817) 512-3034.
(d) Letter of Intent
Waste Conversion Systems, Inc. anticipates entering into a Letter of
Intent with Urban Television Network Corporation (UTVN) for the purpose of
acquiring one or more UTVN assets. There is no formal written agreement at this
time.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired.
Not Applicable
(b) Pro Forma financial information.
Not Applicable
(c) Index to Exhibits.
Exhibit Number Description
(16) Letter from Bailey, Saetveit & Company pursuant
to Item 304(a)(3) of Regulation S-B
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.
Waste Conversion Systems, Inc.
Dated: February 24, 2002
/s/ Randy Moseley
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By: Randy Moseley
Title: President