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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): March 24, 2000
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WAMEX Holdings, Inc.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
333-32688 65-0789306
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(Commission File Number) (IRS Employer Identification No.)
3040 Nostrand Avenue, Marine Park, New York 11229
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(Address of principal executive offices) (Zip Code)
(718) 677-4111
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Registrant's telephone number, including area code:
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(Former name, address and telephone number)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 14, 2000, WAMEX Holdings, Inc., a New York corporation ("WAMEX")
acquired 100% of the issued and outstanding shares of common stock of
Conchology, Inc., a Nevada corporation ("Conchology"). Simultaneous with the
transaction, WAMEX elected successor issuer status under Rule 12g-3 of the
Securities Exchange Act of 1934.
On March 23, 2000, Haskell & White LLP, Independent Certified Public
Accountants, the independent accountant previously engaged as the principal
accountant to audit the financial statements of Conchology, were terminated.
The Company has elected to utilize the services of the principal accountant
engaged by WAMEX as the independent accountant for Conchology.
The audit report of Haskell & White LLP on the financial statements of
Conchology as of September 30, 1999 and December 31, 1998 and for the nine
months ended September 30, 1999, the period from inception, April 9, 1998,
through September 30, 1999, and the period from inception, April 9, 1998,
through December 31, 1998 (the "Audit Period") did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
audit scope or accounting principles. The decision to change accountants was
approved by the board of directors of Conchology on March 23, 2000. During the
Audit Period, there were no disagreements with the former accountant 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 the former accountant, would have caused it to make reference to
the subject matter of the disagreements in connection with its report.
Conchology has provided a copy of this disclosure to its former accountants, and
Conchology requested that the former accountants furnish them with letters
addressed to the Securities and Exchange Commission stating whether they agree
with the statements made by the Registrant, and, if not, stating the respects in
which they do not agree. A copy of the former accountants' responses indicating
agreement is included as exhibits to this report.
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ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
16.1 Letter dated March 24, 2000, from Haskell & White LLP regarding their
concurrence with the statements made by the Registrant in this Current Report.
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.
Dated: March 24, 2000 WAMEX HOLDINGS, INC.
/s/ Michell H. Cushing
Mitchell H. Cushing
Chief Executive Officer
[HASKELL & WHITE LLP LETTERHEAD]
March 24, 2000
Securities and Exchange Commission
450 West Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of WAMEX Holdings, Inc.'s Form 8-K dated March 24, 2000,
and are in agreement with the statements contained in the paragraph
therein regarding our termination as auditors of Conchology, Inc.
/s/ Haskell & White LLP
HASKELL & WHITE LLP
