SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
September 16, 1998
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(Date of earliest event reported)
PlayStar Wyoming Holding Corp.
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(Exact name of Registrant as Specified in its Charter)
Antigua 000-24929 52-209-8787
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(State or Other (Commission File Number) (IRS Employer Identification No.)
Jurisdiction of
Incorporation)
60 Nevis Street, 2nd Floor
St. John's, Antigua West Indies
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(Address of Principal Executive Offices)(Zip Code)
(268) 562-0075
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(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountants.
(a) Fruitman Kates, Chartered Accountants, the Registrant's principal
independent accountant (the "Accountant"), declined to stand for reelection as
of September 16, 1998.
The financial statements for the period from inception (October 3, 1996)
through June 30, 1997 did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
The decision to change accountants was not recommended or approved by any
audit or similar committee of Registrant's board of directors or by Registrant's
board of directors.
During neither the period from inception (October 3, 1996) through June
30, 1997 nor any later interim period were there any disagreements between the
Registrant and the Accountant on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the Accountant's satisfaction, would have
caused it to make reference to the subject matter of the disagreement in
connection with its report.
(b) On September 17, 1998, the Registrant engaged Mahoney Cohen & Company,
CPA, P.C. as the principal accountant to audit its financial statements
beginning with the fiscal year ending June 30, 1998.
Item 5. Other Events
On September 11, 1998, the Registrant effectuated a reorganization
pursuant to which PlayStar Corporation, the Registrant's predecessor, was merged
into PlayStar Wyoming Holding Corp., a Wyoming corporation ("PlayStar Wyoming").
Immediately thereafter, PlayStar Wyoming obtained Articles of Continuance from
the Director of International Business Corporations, Antigua, and thereby became
an Antigua corporation. Each share of Common Stock of the Registrant's
predecessor was automatically converted into one outstanding share of the
Registrant's Common Stock. The Registrant's principal offices are now located in
Antigua.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit
Table Exhibit
Item Number Description
Number ------- -----------
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(16) (2) Letter of Fruitman Kates, Chartered
Accountants
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Signature
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.
PLAYSTAR WYOMING HOLDING CORP.
Date: October 23, 1998 By /s/William F.E. Tucker
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Name:William F.E. Tucker
Title:Chairman and Chief Executive Officer
<PAGE>
FRUITMAN KATES, CHARTERED ACCOUNTANTS
Toronto, Canada
October 23, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PlayStar Wyoming Holding Corp.
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We were previously the principal accountant for PlayStar Corporation
(predecessor to PlayStar Wyoming Holding Corp.). We reported on the consolidated
financial statements of PlayStar Corporation and its subsidiaries for the period
from inception (October 3, 1996) through June 30, 1997. On September 16, 1998,
we declined to stand for reelection. We have read PlayStar Wyoming Holding
Corp.'s statements included under Item 4 of its Form 8-K/A dated October 23,
1998, and we agree with such statements.
Very truly yours,
/s/ Fruitman Kates, Chartered Accountants
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Fruitman Kates, Chartered
Accountants
