U. S. 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): March 18, 2002
Baylor Industries, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 333-52418 76-0639842
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
14601 Bellaire Blvd. Suite 338, Houston, TX 77083
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(Address of principal executive offices) (Zip Code)
(281) 564-6418
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(Issuer's telephone number)
Not Applicable
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(Former name or former address, if changed, since last report)
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ITEM 4 - CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) The Board of Directors of the Registrant dismissed G. Brad Beckstead,
Certified Public Accountants ("GBB") effective March 18, 2002, and has
retained Merdinger, Fruchter, Rosen & Corso, P.C. as its independent auditor
for the fiscal year ended December 31, 2001. The Board of Directors of the
Registrant and the Registrant's Audit Committee approved of the dismissal of
GBB and the engagement of Merdinger, Fruchter, Rosen & Corso, P.C. as its
independent auditor. None of the reports of GBB on the Company's financial
statements for either of the past two years or subsequent interim period
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles, except
that the Registrant's audited financial statements contained in its Form
10-KSB for the fiscal year ended December 31, 2000 stated the following:
" Note 5 - Going concern. The Company's financial statements are prepared
using the generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company has not
commenced its planned principal operations. Without realization of
additional capital, it would be unlikely for the Company to continue as a
going concern."
There were no disagreements between the Company and GBB on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of
GBB, would have caused them to make reference to the subject matter of the
disagreement in connection with its report. Further, GBB has not advised
the Registrant that:
1) internal controls necessary to develop reliable financial statements
did not exist; or
2) information has come to the attention of GBB which made it unwilling to
rely upon management's representations, or made it unwilling to be
associated with the financial statements prepared by management; or
3) the scope of the audit should be expanded significantly, or information
has come to the attention of GBB that they have concluded will, or if
further investigated might, materially impact the fairness or reliability
of a previously issued audit report or the underlying financial statements,
or the financial statements issued or to be issued covering the fiscal year
ended December 31, 2001.
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(b) On March 18, 2002 the Registrant engaged Merdinger, Fruchter, Rosen &
Corso, P.C. as its principal accountant to audit the Registrant's financial
statements as successor to GBB. During the Registrant's two most recent
fiscal years or subsequent interim period, the Registrant has not consulted
Merdinger, Fruchter, Rosen & Corso, P.C. regarding the application of
accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Registrant's financial statements, nor did Merdinger, Fruchter, Rosen &
Corso, P.C. provide advice to the Registrant, either written or oral, that
was an important factor considered by the Registrant in reaching a decision
as to the accounting, auditing or financial reporting issue. Further, during
the Registrant's two most recent fiscal years or subsequent interim period,
the Registrant has not consulted Merdinger, Fruchter, Rosen & Corso, P.C.
on any matter that was the subject of a disagreement or a reportable event.
ITEM 7 (c) Exhibits
16.1 Letter regarding Change in Certifying Accountant
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.
BAYLOR INDUSTRIES, INC.
Date: March 28, 2002 By: /s/ Candace J. Sherman
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Candace J. Sherman, President
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