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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
MARCH 1, 2000
Date of Report (Date of earliest event reported)
0-25881
(Commission file number)
NETSTAFF, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-2065470
(State or other jurisdiction (I.R.S. Employer Identification)
of incorporation)
168 SOUTH PARK, SAN FRANCISCO, CA 94107
(Address of principal executive offices) (Zip Code)
415-908-1000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 1, 2000, NetStaff, Inc. (the "Company") changed its independent
accountant from Tubbs & Bartnick, P.A., to Arthur Yorkes & Company. Tubbs &
Bartnick, P.A. declined to stand for re-election as the Company's accountants.
The reports on the financial statements of the Company Tubbs & Bartnick,
P.A were not subject to an adverse, qualified or disclaimer of opinion during
the past two fiscal years or any interim period through March 1, 2000.
The decision to change accountants was approved by the Company's Board
of Directors.
There were no disagreements with Tubbs & Bartnick P.A., related to
accounting principles or practices, financial statement disclosure, or audit
scope or procedure during the past two fiscal years or any interim period
through March 1, 2000.
The Company has provided a copy of this disclosure to Tubbs & Bartnick,
P.A., and requested from it a letter, addressed to the SEC, stating whether it
agrees with the above statements. A copy of that letter, dated April 24, 2000,
is filed as Exhibit 16.1 to this Form 8-K.
On March 16, 2000, the Company formally engaged Arthur Yorkes & Company
as its new independent accountants. Arthur Yorkes & Company had acted as
independent accountants for NetStaff, Inc., a Delaware corporation ("NetStaff
Delaware"), that was merged into the Company in December 1999, with the Company
as the surviving entity. At the time, the Company believed that the change to
Arthur Yorkes & Company would provide continuity of review and audit of its
substantive business operations as reflected in its consolidated financial
statements.
On April 14, 2000, the Company accepted the resignation of Arthur Yorkes
& Company as its independent accountants. Although Arthur Yorkes & Company had
been the accountants for NetStaff Delaware, it had not audited or rendered a
report on the Company's financial statements for either of the past two years.
The reports on the financial statements of NetStaff Delaware by Arthur Yorkes &
Company did not contain an adverse, qualified or disclaimer of opinion during
the past two fiscal years or any interim period through April 14, 2000.
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The decision to change accountants was approved by the Company's Board
of Directors on April 17, 2000.
There were no disagreements with Arthur Yorkes & Company, related to
accounting principles or practices, financial statement disclosure, or audit
scope or procedure during the past two fiscal years or any interim period
through April 14, 2000.
The term "disagreements" as used in this statement means any
disagreement between personnel of the Company responsible for presentation of
the Company's financial statements and personnel of Arthur Yorkes & Company
responsible for rendering Arthur Yorkes & Company's report on the Company's
financial statements on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which
disagreements, if not resolved to the satisfaction of Arthur Yorkes & Company,
would have caused Arthur Yorkes & Company to make reference to the subject
matter of the disagreement in connection with their opinion if one had been
rendered.
During the engagement of Arthur Yorkes & Company, the Company and Arthur
Yorkes & Company had discussed appropriate accounting treatment for certain
license fees the Company received, resulting from its grant of a ten-year
license to a third-party to commercialize the Company's business plan and
processes in a specific territory (South Africa), pursuant to a license
agreement, dated September 21, 1999. The possible accounting for this
transaction was reviewed and evaluated by Management in the first quarter of
2000 and by Arthur Yorkes & Company during its engagement in the March 2000
period. Arthur Yorkes & Company considered that the most likely treatment was
equity. In addition, during this period of review and evaluation, the Company
sought additional advice from Stark Tinter & Associates, regarding the
accounting treatment and reporting of the license fees. At the conclusion of the
review by Arthur Yorkes & Company and Stark Tinter & Associates, all parties
(including Management) agreed that the most appropriate method of accounting for
the fees was as equity. The Company has recorded and will report the license
fees as agreed.
The Company was notified on April 24, 2000, that its former
accountants, Arthur Yorkes & Company, after acceptance of its resignation, had
directed a letter to the SEC, pursuant to Section 10A(a) of the Securities
Exchange Act of 1934. The Company disagrees with the substance and content of
that letter.
The Company has provided a copy of this disclosure to Arthur Yorkes &
Company and requested from it a letter, addressed to the SEC, stating whether
or not it agrees with the above statements. A copy of that letter, dated May 3,
2000,
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is filed as Exhibit 16.2 to this Form 8-K.
On April 17, 2000, the Company engaged Stark Tinter & Associates as its
new independent accountants. The Company had previously consulted with Stark
Tinter & Associates as set forth above. Stark Tinter & Associates provided oral
advice to the Company that was an important factor considered by the Company in
reaching a decision as to the accounting issue, as it agreed with, and
confirmed, the advice received by the Company from Arthur Yorkes & Company. The
decision to change accountants was prompted by the ability of Stark Tinter &
Associates to provide audit services to the Company at a level of expertise
required by a public reporting company and a commitment on its part of resources
to complete the audit.
The Company requested that Stark Tinter & Associates review this
disclosure before its being filed with the SEC and provided Stark Tinter &
Associates the opportunity to furnish the Company with a letter addressed to the
SEC containing any new information, clarification of the Company's expression of
its views or the respects in which it does not agree with the statements made
herein. The Company did not receive any such letter, and Stark Tinter &
Associates has orally advised the Company that it is in agreement with the
statements made herein as they pertain to Stark Tinter & Associates.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter from Tubbs & Bartnick, P.A., dated April 24, 2000, regarding
change in accountants.
16.2 Letter from Arthur Yorkes & Company, dated May 3, 2000, regarding
change in accountants.
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.
Date: May 4, 2000
NETSTAFF, INC.
By: /s/ PATRICK RYLEE
----------------------------------
Patrick Rylee
CEO and President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
16.1 Letter from Tubbs & Bartnick, P.A., dated April 24, 2000,
regarding change in accountants.
16.2 Letter from Arthur Yorkes & Company, dated May 3, 2000,
regarding change in accountants.
</TABLE>
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Exhibit 16.1
[Letterhead of Tubbs & Bartnick, P.A.]
April 24, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: NetStaff, Inc., f/k/a MAS Acquistion VIII Corp.
Dear Sir/Madam:
Pursuant to the request of the above-referenced company, we affirm that:
1. We have read the Company's disclosure regarding our firm in Item 4 of
its report on Form 8-K to be filed April 25, 2000; and
2. We agree with the disclosure relating to our firm.
Sincerely,
/s/ TUBBS & BARTNICK, P.A.
TUBBS & BARTNICK, P.A.
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Exhibit 16.2
[Letterhead of Arthur Yorkes & Company]
May 3, 2000
Securities and Exchange Commission
Washington, DC 20549
Dear Sir/Madam:
Re: Form 8-K
We are in receipt of the Form 8-K, dated April 25, 2000, filed by the Company
with the United States Securities and Exchange Commission. We are writing this
letter at your request to set out any areas of disagreement with the contents of
the Form 8-K.
The Form 8-K correctly notes that there were extensive conversations among the
Company's management, its outside advisors and Arthur Yorkes & Company ("AYCo")
regarding the "licensing agreement" discussed at page 2 of the Form 8-K and
regarding transactions in the Company's securities that generated the funds
which were used by the "licensee" to pay the fee called for under the agreement.
The Company's management itself had not initially reached a determination
regarding the appropriate accounting treatment of this transaction. Thus, AYCo
agrees with the Form 8-K to the extent that it states there was no
"disagreement" with management on this point, as defined in the Form 8-K.
However, AYCo was unable to evaluate the business purpose of the transaction
(encompassing both the aforementioned licensing agreement and the transactions
in the Company's stock by the "licensee" by which funds to pay the license fee
were generated), and so would have issued a disclaimer had it rendered an
opinion on the Company's financial statements. Accordingly, AYCo was unable to
complete its audit and it resigned the engagement. To the extent that the Form
8-K states or implies that AYCo was in a position to issue an unqualified
opinion, AYCo disagrees with the Form 8-K. As the Company noted in its Form 8-K,
AYCo has directed a report to the SEC pursuant to the SEC pursuant to Section
10A of the Securities Exchange Act concerning the subject transaction.
Very truly yours,
/s/ ARTHUR YORKES & COMPANY
ARTHUR YORKES & COMPANY
