UNITED STATES
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) February 5, 2004
Commission File Number 0-11695
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APEX RESOUCRES GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 87-0403828
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
136 East South Temple, Suite 1600, Salt Lake City, Utah
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(Address of principal executive offices)
84111
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(Zip Code)
(801) 363-2599
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(Registrant's Executive Office Telephone Number)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On February 5, 2004, Apex Resources Group, Inc., (the "Company")
dismissed Sellers & Andersen, from it position as its independent accountants.
The Company's board of directors participated in and approved the decision to
change independent accountants.
The audit report of Sellers & Andersen, on September 24, 2003, for the
year ended June 30, 2003, contained a modification expressing substantial doubt
as to Company's ability to continue as a going concern. Those audit reports
contained no other adverse opinion, discloaimer of opinion or modification of
the opinion.
In connection with its audits for the past two fiscal years and review
of unaudited financial statements through September 30, 2003, there have been no
disagreements with Sellers & Andersen on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which if not resolved to the satisfaction of Sellers & Anderseon, would have
caused them to make reference thereto on the financial statements.
During the two most recent fiscal years and through June 302 2003,
there have been no reportable events (as defined in Regulation S-K, Item
304(a)(1)(v).
The Company has provided Sellers & Andersen a copy of this Form 8-K and
has requested Sellers & Andersen to furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not Sellers & Andersen
agrees with the above statements. A copy of the letter provided to the Company
by Sellers & Andersen in response to this request is filed as Exhibit 16.1 to
this Form 8-K.
On February 5, 2004, the Company engaged Madsen & Associates, CPAs,
Inc., to audit its financial statements for the year ending June 30, 2004.
During the two most recent fiscal years and through September 30, 2003, the
Company has not consulted with Madsen & Associates regarding (i) the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company's
financial statements, and no written report or oral advice was provided to the
Company by concluding there was an important factor to be considered by the
Company in reaching a decision as to an accounting, auditing or financial
reporting issue; or (ii) any matter was either the subject of a disagreement, as
that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions thereto, or a reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
16.1 Letter of Sellers & Andersen dated February 5, 2004 regarding
the disclosure contained in Item 4 of this report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
EMPS CORPORATION
Date: February 5, 2004 By /s/ Robert Gill
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Robert Gill, Vice President
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