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 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.
I. Mr. Sanko was dismissed as Registrant's principal independant
accountant and was notified of his dismissal on December 8, 2004.
II. The principal accountant's report on the financial statements
did not contain an adverse opinion or disclaimer of opinion and was
not modified as to a scope in the audits or accounting principles for
the past two years; however, the accountant's reports for the two years
were modified as to an uncertainty regarding the Company's ability to
continue as a going concern.
III. The decision to change accountants was unanimously recommended
by the Audit Committee of Registrant's board of directors and was approved,
unanimously, by Registrant's board of directors.
IV. There were no disagreements with the former accountant, on any
matter of acounting principals or practices, financial statement disclosure,
or auditing scope or procedure.
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 16
February 01, 2005
Re: Federal Security Protection Services, Inc.
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
I was previously the principal accountant for Federal Security
Protection Services, Inc. (the "Company"). On December 8, 2005,
I was informed that I was dismissed as the principal accountant
for the Company. I have read and agree with the comments in Item 4.01
to Form 8-K (amended) of Federal Security Protection Services, Inc. dated
January 13, 2005. 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