UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
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)
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 for the year ended June 30, 2003,
contained a modification expressing substantial doubt as to Company's ability to
continue as a going concern. The audit report contained no other adverse
opinion, disclaimer of opinion or modification as to uncertainty, audit scope or
accounting principle.
In connection with its audits for the past two fiscal years and review of
unaudited financial statements through September 30, 2003, and through the date
of dismissal on February 5, 2004, 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 February 5, 2004 there
have been no reportable events as set forth in Regulation S-B, Item
304(a)(1)(iv).
The Company has provided Sellers & Andersen a copy of this Form 8-K/A 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/A.
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 February 5, 2004, the Company had 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-B and the related instructions thereto, or a
reportable event, as set forth in Item 304(a)(1)(iv) of Regulation S-B.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
16.1 Letter of Sellers & Andersen dated February 24, 2004 regarding the
disclosure contained in Item 4 of this report on Form 8-K/A.
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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/A to be signed on its
behalf by the undersigned hereunto duly authorized.
EMPS CORPORATION
Date: March 1, 2004 By /s/ Robert Gill
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Robert Gill, Vice President
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