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: December 28, 1998
TITAN MOTORCYCLE CO. OF AMERICA
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(Exact name of registrant as specified in its charter)
Nevada 86-0776876
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(State or other jurisdiction (I.R.S. Employer
or incorporation) Identification No.)
0-24477
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(Commission File Number)
2222 West Peoria Avenue
Phoenix, Arizona 85029
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (602) 861-6977
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ITEM 4. Changes in Registrant's Certifying Accountant.
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By its Form 8-K report dated December 28, 1998 the registrant reported
the change of its accountants and the appointment of Price Waterhouse Coopers as
the new accountants for the registrant.
The registrant has requested that the former accountants furnish the
registrant with a letter stating whether they agreed with the statements made in
the Item 4 of the December 28th report. The former accountant has now provided
the registrant with its letter regarding this matter. A copy of the letter of
the former accountants is filed as an exhibit to this report.
The statement previously provided in the December 28th report is as
follows:
"The former accountants' report on the financial statements of the
registrant for either of the past two years has not contained an adverse opinion
or a disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope, or accounting principles.
"During the registrant's two most recent fiscal years, and any
subsequent interim period preceding the dismissal of the former accountants,
there have been no disagreements with the former accountants on any matter of
accounting principles or practices, or financial statement disclosure, which
disagreements, if not resolved to the satisfaction of the former accountants,
would have caused them to make references to the subject matter of the
disagreements in connection with their report.
"Further, during the registrant's two most recent fiscal years, and any
subsequent interim period preceding the dismissal of the former accountants, the
former accountants have not advised the registrant (a) that the internal
controls necessary for the registrant to develop reliable financial statements
do not exist; (b) that information has come to the accountants' attention that
has led them to no longer be able to rely on management's representations, or
that has made them unwilling to be associated with the financial statements
prepared by management; (c) or the need to expand significantly the scope of
their audit; (d) that information has come to the former accountants' attention
that, if further investigated, may materially impact the fairness or reliability
of either a previously issued audit report or the underlying financial
statements issued or to be issued covering the fiscal period subsequent to the
date of the most recent financial statements covered by an audit report
(including information that may prevent them from rendering an unqualified audit
report on those financial statements), or cause them to be unwilling to rely on
management's representations or be associated with the registrant's financial
statements; or (e) that information has come to the former accountants'
attention that they have concluded materially impacts 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 periods subsequent to the date of the most recent financial
statements covered by an audit report (including information that, unless
resolved to the former accountants' satisfaction, would prevent them from
rendering an unqualified audit report on those financial statements)."
ITEM 7. Financial Statements and Exhibits.
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(c) Exhibits
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Exhibit No. Description
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16 Letter of former accountants, Jones Jensen & Co.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed in its behalf by
the undersigned hereunto duly authorized.
DATED this 8th day of January, 1999.
TITAN MOTORCYCLE CO. OF AMERICA
By /s/ Francis S. Keery
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Francis S. Keery
Chief Financial Officer
8k2.627
Exhibit 16
December 30, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentleman:
We were previously the independent accountants for Titan Motorcycle Co. of
America. On December 28, 1998, we were dismissed as the independent accountants
of Titan Motorcycle Co. of America.
We have read Titan Motorcycle Co. of America's statements included under Item 4
of its Form 8-K dated December 28, 1998, and we agree with such statements.
Very truly yours,
/s/ Jones, Jensen & Company
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Jones, Jensen & Company
