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): January 29, 1998
NEWRIDERS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-22775 77-0390222
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(State of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
567 San Nicolas Drive, Suite 400, Newport Beach, California 92660
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(Address of principal executive offices)
Registrant's telephone number, including area code (714) 718-4630
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N/A
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
Effective January 29, 1998, Newriders, Inc. (the "Registrant") dismissed
Jones, Jensen & Company, as the independent accountant previously engaged by
the Registrant to audit the financial statements of the Registrant.
Jones, Jensen & Company previously audited the consolidated balance sheet
of the Registrant and its subsidiary as of December 31, 1996, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the years ended December 31, 1996 and 1995. Jones, Jensen & Company has
not issued an adverse opinion or a disclaimer of opinion, nor has any report
during the past two years been qualified or modified as to uncertainty, audit
scope, or accounting principles, other than the inclusion of a going concern
paragraph in the June 3, 1997 audit report.
During each of the Registrant's two most recent fiscal years, and any
subsequent interim period preceding the dismissal of Jones, Jensen & Company,
there were no disagreements with Jones, Jensen & Company on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
During the Registrant's two most recent fiscal years and any subsequent
interim period preceding this change in certified accountants,
(A) Jones, Jensen & Company did not advise the Registrant that the internal
controls necessary for the Registrant to develop reliable financial statements
do not exist;
(B) Jones, Jensen & Company did not advise the Registrant that information
had come to the accountant's attention that led it to no longer be able to
rely on management's representations, or that made it unwilling to be
associated with the financial statements prepared by management;
(C) Jones, Jensen & Company did not advise the Registrant of the need to
expand significantly the scope of its audit, or that information had come to
the accountant's attention during said time period that if further
investigated, may: (i) materially impact the fairness or reliability of
either: a previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued covering the
fiscal period(s) subsequent to the date of the most recent financial
statements covered by an audit report (including information that may prevent
it from rendering an unqualified audit report on those financial statements),
or (ii) cause it to be unwilling to rely on management's representations or be
associated with the Registrant's financial statements; or
(D) Jones, Jensen & Company did not advise the Registrant that information
had come to the accountant's attention that it had concluded materially
impacted the fairness or reliability of either (i) a previously issued audit
report or the underlying financial statements, or (ii) the financial
statements issued or to be issued covering the fiscal period(s) subsequent to
the date of the most recent financial statements covered by an audit report
(including information that, unless resolved to the accountant's satisfaction,
would prevent it from rendering an unqualified audit report on those financial
statements).
The decision to change accountants was recommended and approved by the
audit committee of the Board of Directors.
On January 29, 1998, the Registrant engaged Deloitte & Touche, LLP as the
new independent accountant engaged as the principal accountant to audit the
Registrant's financial statements. During the Registrant's two most recent
fiscal years, and any subsequent interim period prior to engaging Deloitte &
Touche, LLP, neither the Registrant nor someone on its behalf consulted
Deloitte & Touche, LLP regarding (i) either: 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 Registrant's financial
statements; or (ii) any matter which was either the subject of a disagreement
(there were no disagreements as stated above) or a reportable event (as
described in Item 304(a)(1)(V) of Regulation S-K).
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits
Exhibit No. Exhibit Description
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16.1 Letter Regarding Resignation of 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.
NEWRIDERS, INC.
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(Registrant)
Date: January 30, 1998 By: /s/ William R. Nordstrom
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William R. Nordstrom
Executive Vice President
EXHIBIT INDEX
Exhibit No. Exhibit Description Page No.
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16.1 Letter Regarding Resignation of
Certifying Accountant
EXHIBIT 16.1
[JONES, JENSEN & COMPANY, LLC LETTERHEAD]
February 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
Re: Newriders, Inc.
We have read Item 4 of Newriders, Inc. Form 8-K dated January 29, 1998 and are
in agreement with the statements contained therein so far as those statements
pertain to Jones, Jensen & Company.
Yours very truly,
/s/ Jones, Jensen & Company
Jones, Jensen & Company
50 South Main Street, Suite 150, Salt Lake City, Utah 84144
Telephone (801) 328-4408, Facsimile (801) 328-4461
