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:
September 16, 1998
(Date of earliest event reported)
PlayStar Wyoming Holding Corp.
(Exact name of registrant as specified in its charter)
Antigua 333-59525-01 52-209-8787
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
60 Nevis Street, 2nd Floor
St. John's, Antigua West Indies
(Address of principal executive offices)(Zip Code)
(268) 562-0073
(Registrant's telephone number)
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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"), resigned on September 16, 1998.
The Accountant's report, dated March 18, 1997, contained a qualification
as to accounting principles. The financial statements did not comply with APB
No. 25 which requires a company to include in its determination of profit and
loss for a period the effect of stock options granted during the period. The
financial statements, however, were restated as of the period ended June 30,
1997, and the financial statements for the period October 3, 1996 through June
30, 1997 contained an unqualified opinion respecting the financial statements.
The decision to change accountants was not recommended or approved by
the Registrant's board of directors or an audit or similar committee of the
Registrant's board of directors.
During neither of the Registrant's two most recent fiscal years nor any
later interim period was there any disagreement between the Registrant and the
Accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, 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 the Registrant was reincorporated in Antigua and PlayStar
Corporation, the Registrant's predecessor, was merged into PlayStar Wyoming
Holding Corp., a Wyoming 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.
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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: September 29, 1998 By /s/William F.E. Tucker
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Name: William F.E. Tucker
Title: Chairman and Chief
Executive Officer
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