SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 11, 1999
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INVU, INC.
(Exact name of registrant as specified in charter)
Colorado 000-22661 84-1135638
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.
The Beren, Blisworth Hill Farm
Stoke Road
Blisworth, Northamptonshire NN7 3DB
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (01604) 859893
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Sunburst Acquisitions I, Inc.
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(Former name or former address, if changed since last report)
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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Engagement of New Certifying Accountant
On February 12, 1999, Grant Thornton was appointed as the principal
accountant of the registrant. This appointment was unanimously approved by the
Boards of Directors of the registrant.
During the registrant's two most recent fiscal years and the subsequent
interim period prior to its engagement, Grant Thornton, except as set forth
below, was not consulted regarding any of the items, events or circumstances
listed in Item 4(b) of Form 8-K and Item 304(a)(2) of Regulation S-B with regard
to the registrant.
The registrant consulted with Grant Thornton regarding the reverse
acquisition of the registrant by Invu Plc involving the registrant's acquisition
of all of the issued and outstanding capital stock of Invu Plc in exchange for
shares of common stock of the registrant, as described and defined in the
registrant's Form 8-K dated August 31, 1998 and filed with the Securities and
Exchange Commission (the "Share Exchange"). More specifically, after
consummation of the Share Exchange, the registrant and Grant Thornton discussed
the accounting treatment with respect to the Share Exchange, including whether
the Share Exchange should be accounted for as an acquisition which creates
goodwill, or as a recapitalization of Invu Plc. Grant Thornton was of the view
that the Share Exchange should be accounted for as a recapitalization of Invu
Plc. The former principal accountant of Invu Plc, Deloitte & Touche, was also
consulted and had engaged in preliminary discussions with the management of Invu
Plc with respect to this issue but did not reach a final determination with
respect to this issue prior to its resignation as principal accountant of Invu
Plc.
Pursuant to Item 4(b) of Form 8-K and Item 304(a)(2)(ii)(D) of
Regulation S-B, the registrant has requested Grant Thornton to review the
disclosure concerning Grant Thornton in this Item 4 and has provided Grant
Thornton the opportunity to furnish the registrant a letter addressed to the
Securities and Exchange Commission containing any new information, clarification
of the registrant's expression of its views, or the respects in which it does
not agree with the statements by the registrant made in this Item 4 response to
Item 304(a)(2)(ii)(D) of Regulation S-B. Grant Thornton reviewed the information
provided in response to this Item 4 and has advised the registrant that it does
not have any new information or clarification of the registrant's views and it
agrees with the statements made by the registrant under this Item 4.
Item 5. OTHER EVENTS
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Resignation of Principal Accountant of Invu Plc.
On February 15, 1999, Deloitte & Touche resigned as the principal
accountant of Invu Plc at the request of the Board of Directors of Invu Plc, a
wholly-owned subsidiary of the registrant. Deloitte & Touche has never been the
principal accountant of the registrant.
Invu Plc is a significant subsidiary of the registrant, and the Share
Exchange will be accounted for as a recapitalization of Invu Plc pursuant to
reverse acquisition accounting principles. As a result, the financial statements
of the registrant will be the financial statements of Invu Plc since its
inception. However, the registrant's principal accountant never expressed
reliance on Deloitte & Touche's report with respect to Invu Plc in its reports.
Accordingly, the registrant does not believe it is required to report the
resignation of Deloitte & Touche as the principal accountant of Invu Plc. The
registrant voluntarily reports that the only report of Deloitte & Touche on the
financial statements of Invu Plc, for the period from incorporation on May 23,
1997 to January 31, 1998, did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting principles. During Invu Plc's two most recent fiscal years and the
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subsequent interim period preceding such resignation, there were no
disagreements with Deloitte & Touche on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures. None
of the reportable events listed in Item 304(a)(1)(iv) of Regulation S-B occurred
with respect to Invu Plc and Deloitte & Touche.
The registrant has provided Deloitte & Touche with a copy of this Form
8-K, and Deloitte & Touche has provided to the registrant a response addressed
to the Securities and Exchange Commission as to Deloitte & Touche's agreement
with the statements made in this Item 5 with respect to Deloitte & Touche.
Deloitte & Touche's response letter is filed as an exhibit to this Form 8-K.
Change of Registrant's Name
On February 22, 1999, the registrant held a Special Meeting of
Shareholders to amend the registrant's Articles of Incorporation changing the
name of the registrant from Sunburst Acquisitions I, Inc. to Invu, Inc. This
amendment to the Articles of Incorporation was adopted by a majority of the
shareholders of the corporation. A complete copy of the Articles of
Incorporation as amended is filed as an exhibit to this Form 8-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
The following exhibits are furnished in accordance with Item 601 of
Regulation S-B:
3.1 Articles of Incorporation, as amended.
16.1 Letter regarding change of principal accountant for Invu Plc.
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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.
SUNBURST ACQUISITIONS I, INC.
(Registrant)
Date: March 12, 1999 By: /s/ David Morgan
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David Morgan
President and Chief Executive Officer
(Principal Executive Officer)
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INDEX TO EXHIBITS
Exhibit No. Exhibit Page
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3.1 Articles of Incorporation, as amended.
16.1 Letter regarding change of principal accountant for
Invu Plc.
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ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
SUNBURST ACQUISITIONS I, INC.
Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Sunburst Acquisitions I, Inc.
SECOND: The following amendment was adopted by the Board of Directors
and Shareholders of the Corporation in the manner prescribed by the Colorado
Business Corporation Act on February 22, 1999:
ARTICLE I - THE NAME OF THE CORPORATION shall be amended to change the
name of the corporation to Invu, Inc. and to read as follows:
"The name of the corporation is Invu, Inc."
THIRD: The number of shares voted for the amendment was sufficient
for approval.
FOURTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: Not applicable.
FIFTH: The amendment does not affect a change in the amount of stated
capital.
DATED: February 22, 1999
SUNBURST ACQUISITIONS I, INC.
By: /s/ David Morgan
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David Morgan, President
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ATTEST:
By: /s/ J.C. Agostini
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Name: J.C. Agostini
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Title: Finance Director
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12 March 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
USA
Re: Invu, Inc. (formerly Sunburst Acquisitions I, Inc.) ("Sunburst")
Dear Ladies and Gentlemen,
We were previously the principal accountant for Invu Plc ("Invu"), a
subsidiary of Sunburst, and on 14 December 1998 we reported on the financial
statements of Invu as of and for the period from date of its incorporation to
31 January 1998. On 15 February 1999 we resigned as the principal accountant
of Invu. We have read Sunburst's statements included under Items 4 and 5 of its
Form 8-K as they relate to Deloitte & Touche, and we agree with those
statements.
For and on behalf of
/s/ Deloitte & Touche
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Deloitte & Touche
