SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 31, 2000
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YP.Net.Inc
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-24217 85-026668
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4840 East Jasmine Street, Suite 110, Mesa, Arizona 85205
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (480) 654-9646
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N/A
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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
On March 14, 2000, Registrant filed its Form 8-K indicating a change in
Registrant's Certified Public Accountants.
On March 30, 2000, Registrant appointed King, Weber & Associates, P.C.,
Certified Public Accountants, 1400 East Southern Avenue, Suite 235, Tempe,
Arizona 85282, as its independent certifying auditor pursuant to the engagement
letter attached as Exhibit "A" hereto, and as executed by Registrant as of that
date.
Registrant engaged its independent certifying auditor for the purpose of
preparing the fiscal year-end financial statements for Registrant whose fiscal
year ended September 31, 1999. Such financial statements are to be filed as part
of Registrant's Form 10-KSB for said fiscal year.
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.
YP.NET.INC.
Date: March 31, 2000 By: /s/ Angelo Tullo
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Angelo Tullo, Chairman
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EXHIBIT A
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King, Weber & Associates, P.C. | 14OO E. Southern Ave | Telephone (480)73O-6023
Certified Public Accountants | Suite 235 | Facsimile (480)73O-5976
| Tempe, AZ 85282-5679 | [email protected]
March 30, 2000
To the Board of Directors
of YP.Net, Inc. and Subsidiaries;
This letter appends our engagement letter dated March 14, 2000, which outlines
our understanding of the services we are to provide for YP.Net, Inc. and
Subsidiaries ("Company") for the year ended September 30, 1999. Our March 14th
letter states that we will audit the balance sheet of the Company as of
September 30. 1999 and the related statements of operations, shareholders'
deficit and cash flows for the year then ended. It also states that our
engagement as auditors is contingent upon completion of our firm's
client acceptance procedures. We have completed those procedures and we will
begin audit procedures upon your execution of the engagement letter, execution
of this addendum and receipt of the retainer requested.
We look forward to a long and mutually beneficial relationship with the Company
and its management
Sincerely,
/S/ King, Weber & Associates, P.C.
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KING, WEBER & ASSOCIATES, P.C.
Officer Signature: Date: 3-3-00
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Chairman
American Institute of Certified Public Accountants Tax Division and SEC Practice
Section Arizona Society of Certified Public Accountants
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King, Weber & Associates, P.C. | 14OO E. Southern Ave | Telephone (480)73O-6023
Certified Public Accountants | Suite 235 | Facsimile (480)73O-5976
| Tempe, AZ 85282-5679 | [email protected]
March l4, 2000
To the Board of Directors
of YP.Net, Inc. and Subsidiaries
We are pleased to confirm our understanding of the services we are to provide
for YP.Net, Inc. and Subsidiaries ("Company") for the year ended September 30,
1999. We will audit the balance sheet of the Company as of September 30, 1999
and the related statements of operations, shareholders' deficit and cash flows
for the year then ended. Please note that our engagement is contingent upon
completion of our firm's client acceptance procedures which will take
approximately one week from the date of this letter. We will provide you an
addendum to this letter stating the conclusion of the firm's final acceptance of
this engagement upon completion of those procedures.
It will be the responsibility of Mr. Mark Weber to ensure that the Company
receives timely quality service. Mr. Weber will, as considered necessary, call
upon other individuals within our firm to assist in the performance of our
services.
While auditing and reporting of the Company's financial statements' for the year
ended September 30, 1999 is the service we will be providing, we will also be
pleased to assist the Company on issues as they arise throughout the year.
Hence, we hope that the Company will call Mr. Weber whenever management believes
he can be of assistance.
Our audit will be conducted in accordance with generally accepted auditing
standards and will include tests of your accounting records and other procedures
we consider necessary to enable us to express an opinion on the fair
presentation of the Company's financial statements, in all material respects, in
conformity with generally accepted accounting principles. Our ability to
express that opinion, and the wording of our opinion, will be dependent on the
facts and circumstances at the date of our report. If for any reason, we are
unable to complete the audit, we will not issue a report as a result of this
engagement.
Our procedures will include tests of documentary evidence supporting the
transactions recorded in the accounts and direct confirmation of receivables and
certain other assets and liabilities by correspondence with selected customers,
vendors, legal counsel and banks. We will request written representations from
your attorneys. We will make inquiries and request specific representations of
management and, at the conclusion of the audit, we will also request certain
written representations from you about the financial statements and related
matters. The responses to those inquiries and related written representations
are part of the evidential matter that we will rely on as auditors in forming
our opinion on the Company's financial statements.
American Institute of Certified Public Accountants Tax Division and SEC Practice
Section Arizona Society of Certified Public Accountants
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YP.Net, Inc and Subsidiaries
page 2
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements; therefore, our audit will involve
judgment about the number of transactions to be examined and the areas to be
tested. Also, we will plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement whether
caused by error or fraud. However, because of the concept of reasonable
assurance and the characteristics of fraud, our audit will not necessarily
detect all misstatements that might exist due to error, fraudulent financial
reporting, or the misappropriation of assets. The financial statements are the
responsibility of management. We understand that you will provide us with the
basic information required for our audit arid that you are responsible for the
accuracy and completeness of that information. We will advise you of the
appropriate accounting principles and their application and will assist in the
preparation of the financial statements, but the responsibility for the
financial statements remains with the Company's management. In this regard, the
Company's management is responsible for establishing and maintaining a sound
system of internal control. Encompassed in that responsibility is the creation
and maintenance of internal control and proper accounting records, the selection
of appropriate accounting principles, the safeguarding of assets and compliance
with relevant laws and regulations. We will advise you of any matters of fraud,
material errors or illegal acts that come to our attention. Our responsibility
as auditors is to express an opinion on the financial statements based on our
audit, and is limited to the period covered by our audit and does not extend to
any later periods for which we are not engaged as auditors.
Our audit is not specifically designed and cannot be relied on to disclose
reportable conditions, that is, significant deficiencies in the design or
operation of the internal control structure. However, during the audit, if we
become aware of such reportable conditions or ways that we believe management
practices can he improved, we will communicate them to you in a separate letter.
In Connection with our audit we may make certain limited inquiries related to
Year 2000 issues. These inquiries are riot designed to, and do not, provide any
assurance the Year 2000 issues which may exist will be identified. The audit
will not be designed to evaluate the Company's Year 2000 remediation plans,
should there he any, regarding operational or financial systems and, therefore,
cannot be relied upon to determine whether the Company will be Year 2000
compliant on a timely basis, Year 2000 compliance is the responsibility of
management.
If the Company intends to publish or otherwise reproduce in any document our
report on the Company's financial statements, or otherwise make reference to
King, Weber & financial statements (e.g., in a debt or equity offering circular
or in a private placement
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YP.Net, Inc. and Subsidiaries
page 3
memorandum), the Company agrees that prior to making any such use of our report,
or reference to King, Weber & Associates, P.C., management will provide us a
draft of the document and obtain our approval for the inclusion or incorporation
by reference of our report, or the reference to King, Weber & Associates, P.C.
in such document before the document is printed and distributed. The inclusion
or incorporation by reference of our report in any such document would
constitute a reissuance of our report and any request by the Company to reissue
our report in an offering or other document will be considered based on the
facts and circumstances existing at the time of such request. Also, our report
should not be included in the SEC's EDGAR filing system until you have received
a manually signed report from us.
The estimated fees outlined herein do not include any services that would need
to be performed in connection with any request to make use of our report or
reference to King, Weber & Associates, P.C.; fees for such services would be
subject to our mutual agreement at such time.
While our audit will be conducted with due regard to the rules and regulations
of the Securities and Exchange Commission ("SEC") relative to matters of
accounting, it should be understood that our report and the financial statements
are subject to review by the SEC and to their interpretation of the applicable
rules and regulations.
The Private Securities Litigation Reform Act of 1995 (the "Act") has imposed
additional responsibilities on SEC registrants, their management, audit
committees and boards of directors, as well as independent auditors regarding
the reporting of illegal acts that have or may have occurred. During the course
of our audits, we will ask you for specific representations about this. To
fulfill our responsibilities under the Act, we may need to consult with your
Counsel, or counsel of our choosing, about any such illegal acts of which we may
become aware. Additional fees, including legal fees, if any, will be billed
to you. You agree to cooperate fully with any procedures that we may deem
necessary should this situation occur.
We will also assist with any amendments required to previously issued financial
information on Forms 10-QSB. We will also assist you in the preparation of Form
10-KSB to be filed with the Securities and Exchange Commission.
We estimate our Fees for the audit will be $35,000 to $55,000 plus out-of-pocket
expenses for travel, telephone, postage, etc. Our invoices will be rendered as
work progresses. Our fee was based on anticipated cooperation from your
personnel and the assumption that unexpected circumstances will not be
encountered during the audit. If significant additional time is necessary, we
will discuss it with you and arrive at a revised fee before we incur significant
additional time.
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YP.Net, Inc. and Subsidiaries
page 4
It is understand by all parties that this fee quote is an estimate based on an
incomplete analysis of the scope of the work needed. We believe that the high
end of the quoted fee range will allow us to consider numerous contingencies and
we do not anticipate incurring such time to require the maximum fee unless there
are unforeseen circumstances, Our fees are likely to fluctuate in that range
depending upon the scope of work performed by The Thompson Group P.C. We
understand that The Thompson Group P.C. is being engaged by you as outside
consultants to assist us in the performance of this audit and the preparation of
schedules and other information required for the audit. However, The Thompson
Group P.C. will be paid under separate agreement with the Company and whose
foes are not included herein.
Our invoices for these fees will be rendered every 15 days and are due upon
presentation. We anticipate beginning the audit the week of March 27, 2000 in
order to meet management's objective of filing the Form l0-KSB as quickly as
possible. We will work with our engagement consult TG in the intervening period
to begin certain audit procedures. As is our firm's normal policy, we require a
$5,000 retainer prior to commencement of our audit. We will submit an invoice
for the balance of the estimated audit fee upon issuance of our report and
require final payment as a condition of our issuance. In accordance with our
firm policies, work may be suspended if your account becomes if days or more
overdue.
Parties to this engagement agree that any dispute that may arise regarding the
meaning, performance, or enforcement of this engagement will be submitted to
mediation upon the written request of any party to the engagement. The party
requesting mediation may select the mediation provider. The mediation shall be
conducted in accordance with the
Commercial Mediation Rules of the American Arbitration Association or such other
rules as may be agreed upon by the parties. The results of the mediation shall
not be binding upon either party. Costs of any mediation proceeding shall be
shared equally by both parties.
We appreciate the opportunity to be of service to you. If you agree with the
terms of our engagement as described in this letter, please sign below and
return a copy to us. However, please delay your execution of this engagement
letter until you have received the addendum discussed above.
Sincerely,
/S/ King, Weber & Associates, P.C.
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KING, WEBER & ASSOCIATES, P.C.
Officer Signature: /S/ Date: 3-30-00
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Chairman
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