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 10/31/2004)
FSPS Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-28335 84-1080043
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(State or other Jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
4255 South Bannock St., Englewood CO. 80110
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(Address of principal executive offices)
(866) 932-2628
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(Issuer's telephone number)
Not Applicable
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(Former name or former address, if changed since last report)
All Correspondence to:
FSPS, Inc.
4255 South Bannock St.
Englewood, CO. 80110
Item 1. Entry into a Material Definitive Agreement.
Not Applicable
Item 2. Acquisition or Disposition of Assets.
Not Applicable
Item 3. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard.
Not Applicable
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On December 8th, 2004, our Board of Directors was informed by
our Audit Committee, that our accountant was not a registered certified
public accountant as required by Sarbanes Oxley Act 2002 for the auditing
of public companies. The Audit Committee therefore unanimously agreed
to replace Carl S. Sanko CPA as the Company's Independent Public Accounting
Firm effective immediately. Carl S. Sanko later delivered, via facsimile, a
letter confirming the cessation of the client-auditor relationship between
the Company and Carl S. Sanko CPA. The Board of Directors immediately
engaged Jonathan P. Reuben CPA, as our independent certifying accountant for
the preparation of an ammended 10-k for the year ended March 31st, 2004, and
for future auditing purposes, effective December 8th, 2004.
(b) Carl S. Sanko CPA was notified of his dismissal on December 9th, 2004.
(c) We have requested Carl S. Sanko CPA to furnish a letter addressed to the
Securities and Exchange Commission stating whether he agrees with the above
statements. A copy of the letter is attached as Exhibit 1a to this report.
(d) An ammended 10-k is currently being prepared and will be filed by the
company as soon as it is made available by its new registered certifying
public accountant, Jonathan P. Reuben CPA.
Item 5.01 Change in Control of Registrant.
(a) On October 31st, 2004, Mr. Dennis Schlagel died. Mr. Schlagel
was a director of Registrant and, by reason of his ownership of all of the
outstanding stock of Web Consultants, a control party of registrant. (Web
Consultants owned, enough stock of registrant to cause it to be a control
party of Registrant. Since Mr. Schlagel personally owned the stock of Web
Consultant's, Mr. Schlagel was a control party of registrant.) Mr. Schlagel's
death caused a vacancy on the Board of Directors of Registrant.
Mr. Hector Beltran took over Mr. Schlagel's ownership of all of the
outstanding stock of Web Consultants and thus became a control party of
registrant. Mr. Beltran was appointed to the Board of Registrant to fill
the vacancy created by Mr. Schlagel's death.
Table 1. Control of Registrant as of November 12th, 2004
Number of Shares Number of Voting Rights Percentage of then
Name Of Common Stock of Series A(3)&B(4) Preferred Stock Total Voting Rights
Hector Beltran 662,740 (1) none 7.8%
(Director)
Blair J. Merriam 3,019,000 (2)(3)(4) 1,250,000 35.6%
(Director)
Daniel W. Thornton 862,500 none 10.2%
(Director and Secretary)
Outstanding Common Stock as of November 12th, 2004 8,475,211 shares
Total Percentage of then
Total Voting Rights 53.6%
(1) 662,740 shares of common stock was issued to Web Consultants, Inc.,
which company is wholly owned by Mr. Beltran.
(2) Does not include 1,340,000 shares of common stock which Mr. Merriam may
acquire should he exercise certain options granted to him covering said
number of shares. Does not include 180,000 shares of common stock which
may be acquired by Beltropic Inc., a company wholly owned by Mr. Merriam,
should Beltropic, Inc. exercise the options held by it.
(3) There are 60,000 shares of Series A Preferred Stock outstanding. One
Preferred Series A share converts to 100 shares of common stock, however
these shares are then reverse split 10 for 1, per the reverse split of common
stock approved by the shareholders on March 12th, 2002, so that the net
effect is a conversion to 600,000 shares of common stock (and voting rights),
of which Mr. Merriam owns 25,000 Series A Preferred shares, equivalent to
250,000 votes post conversion.
(4) There are 20,000 shares of Series B Preferred Stock outstanding. One
Preferred Series B share converts to 100 shares of common stock. Mr. Merriam
owns 10,000 shares of Series B Preferred Stock, with a conversion to
1,000,000 shares of common stock (and voting rights).
Item 7.01 Regulation FD Disclosure
Not Applicable
Item 8.01 Other Events
Not Applicable
Item 9.01 EXHIBITS:
Exhibit 1a
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
I have read the statements of Federal Securities Protection Services, Inc.
pertaining to my firm included under Item 4.01 of Form 8-K dated December
16, 2004 and agree with such statements as they pertain to my firm.
I have no basis to agree or disagree with other statements of the
registrant contained therein.
Sincerely,
/s/ Carl S. Sanko CPA
Carl S. Sanko CPA
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.
FSPS Inc.
/s/Blair Merriam
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Blair Merriam,
Chairman & Chief Executive Officer