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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K REPORT
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Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2000
Rent USA, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-27371 33-5695839
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
PO Box 10
San Dimas, CA 91773-0010
(Address of principal executive offices)
(909) 287-1500
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(Issuer's telephone number)
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FORWARD LOOKING STATEMENTS
Rent USA, Inc., ("Rent USA, Inc.," or the "Company")
cautions readers that certain important factors may affect the Company's actual
results and could cause such results to differ materially from any
forward-looking statements that may be deemed to have been made in this Form 8-K
or that are otherwise made by or on behalf of the Company. For this purpose, any
statements contained in the Form 8-K that are not statements of historical fact
may be deemed to be forward-looking statements. Without limiting the generality
of the foregoing, words such as "may," "expect," "believe," "anticipate,"
"intend," "could," "estimate," "plans," or "continue" or the negative or other
variations thereof or comparable terminology are intended to identify
forward-looking statements. Factors that may affect the Company's results
include, but are not limited to, the Company's limited operating history, its
ability to produce additional products and services, its dependence on a limited
number of customers and key personnel, its possible need for additional
financing, its dependence on certain industries, and competition from its
competitors. With respect to any forward-looking statements contained herein,
the Company believes that it is subject to a number of risk factors, including:
the Company's ability to implement its product strategies to develop its
business in emerging markets; competitive actions; and, general economic and
business conditions. Any forward-looking statements in this report should be
evaluated in light of these important risk factors. The Company is also subject
to other risks detailed herein or set forth from time to time in the Company's
filings with the Securities and Exchange Commission.
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TABLE OF CONTENTS
Item 1. Changes in Control of Registrant 4
Item 2. Acquisition or Disposition of Assets 4
Item 3. Bankruptcy or Receivership 4
Item 4. Changes in Registrant's Certifying Accountant 4
Item 5. Other Events 4
Item 6. Resignation of Registant's Directors 4
Item 7. Financial Statements and Exhibits 5
Item 8. Change in Fiscal Year 5
Item 9. Change in Security Ratings 5
Signatures 6
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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
The Corporation advises that James Slayton, C.P.A. has resigned as the company
auditors, which resignation was accepted by the Company on January 1, 2000
effective from December 31, 1999. The reason for the resignation was at the
request of the Registrant due to the fact that Mr. Slayton is not a member of
the SEC Practice Section of the AICPA which the Company deemed to be of extreme
importance for purposes of its relationships with the stock market community and
with the Securities & Exchange Commission.
The decision to change accountants was recommended and approved by the Board of
Directors.
During the Registrant's two most recent fiscal years and any subsequent interim
period preceding the date of the dismissal, there were no disagreements with the
former accountant on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
The accountant's report on the financial statements for the past two years did
not contain an adverse opinion or a disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting principles other than
as stated in the Registration Statement, Amendment No. 4, wherein the
Accountant's Report states as follows:
"The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has had limited operations and has not generated
significant revenues from planned principal operations. This raises substantial
doubt about its ability to continue as a going concern. Management's plan in
regard to these matters is also described in Note 3. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty."
The Accountant in Note 3 makes the following statement:
"The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not generated significant revenues from its
planned principal operations. Without realization of additional capital, it
would be unlikely for the Company to continue as a going concern."
John Spurgeon, CPA, JD whose address is PO Box 1171, Glendora, CA 91740,
telephone number (626) 914-9449 has agreed to replace James Slayton as auditor.
Mr. Spurgeon is a member of the SEC Practice Section of the AICPA as is his
reviewing auditors, Corbin & Wertz of Irvine, California.
Item 5. Other Events
Not Applicable
Item 6. Resignation of Registrant's Directors
The directors and officers of the Company were originally as follows:
Name Age Position
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Al Harvey 56 Chairman, Chief Executive Officer, Director
Dan McCoy 37 President, Chief Financial Officer, Director
Gary Hulbert 63 Vice President & Regional Manager
As of August 1, 2000, Dan McCoy resigned and Gary Hulbert took other employment.
Neither of them are any longer connected to the Company in any manner nor do
they have anything owed to them either by way of salary or other compensation.
Dan McCoy was replaced by Charles C. Hooper as President, Chief Financial
Officer and Director. Mr. Hooper is 52 years of age.
Gary Hulbert has not as yet been replaced.
Management Responsibilities
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Al Harvey, Chairman, Chief Executive Officer, Director
Mr. Harvey will act to develop and maintain the company vision. He will oversee
all areas and company departments. He will Approve all financial obligations,
will seek business opportunities and strategic alliances with other
organizations, will plan, develop and establish policies and objectives of
business organization in accordance with board directives and company charter,
direct and coordinate financial programs to provide funding for new or
continuing operations in order to maximize return on investments and increase
productivity.
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Goals include: To form Rent USA into one of the premier equipment rental
companies in the Unites States by maintaining quality of equipment, service and
reliability to facilitate increased revenues, profitability, and exposure.
Charles C. Hooper, President, Chief Financial Officer, Director
Mr. Hooper will work closely with Al Harvey to develop revenue and profitability
goals. His essential obligation is to work with investors and creditors to raise
required capital to meet Companies funding requirements, to work with CEO to
target and review feasibility of potential acquisitions and to oversee the
Company's overall accounting and tax liabilities. Finally, he will work with
Sales Managers to establish optimal sales levels and pricing.
Management Team Backgrounds
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Al Harvey, Chairman, Chief Executive Officer, Director
Al Harvey was from 1995 to February of 1999, president of Big Iron Rental, a
California based construction equipment rental company with approximately 2
million dollars in annual sales during the last full year of operation. Prior to
1995, Mr. Harvey worked as sales manager from L. D. Harvey Equipment Rental
Company in Chino, California which, when Mr. Harvey left the company was
grossing approximately 3.8 million dollars in annual sales. From approximately
August of 1981 until 1992 when he joined L. D. Harvey, he owned and operated
Alvin Harvey Construction Company of Oren, Utah, specializing in single family
residential construction.
Charles C. Hooper, President, Chief Financial Officer, Director
Mr. Hooper was from 1986 until coming with the Company, the Chief Executive
Officer of Mojave Natural Resources in Temecula, California, a company which
produces decorative rock and construction aggregate and industrial minerals.
From 1978 until 1990, he was also the owner of Old Town Financial in La Jolla,
California, a developer of shopping centers, office buildings, condominiums,
apartments, health clubs, single family homes and ranch estates. He began his
careet in 1968 with Litton Industries as a reliability systems engineer which
designed and built missle guidance systems for the U.S. Army ground to air
combat installations. He was an officer in the U.S. Navy during the Viet Nam war
and became an instructor at the Naval War College. He served two tours in Viet
Nam as Navy Seal and trained submarine diving officers. From 1974 until 1986 he
was the owner of Organizational Diagnostics Associates in San Diego, California,
a private financial and business consulting firm to Fortune 500 and local
companies pioneering the development of financial and legal software systems.
Mr. Hooper is a graduate of the University of California at Los Angeles with
High Honors, has a Master of Science Degree from the U.S. Naval Post Graduate
School and has done doctorate work in finance and human behavior. He has also
taken a number of continuing education courses in finance, real estate and
insurance. He is a 22 year member of the San Diego Yacht Club, a member of
Toastmasters International, The Veterans of Foreign Wars, the California Mining
Association and the Pacific S.W. Quarter Horse Association.
Remuneration of Directors and Executive Officers
Annual
Name: Comp.
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Al Harvey, CEO $ 225,000
Charles C. Hooper, PRES & CFO $ 150,000
Directors are not compensated at this time for serving in the capacity as a
director and it is not anticipated that directors will receive any compensation
for their service.
Item 7. Financial Statements and Exhibits
Not Applicable
Item 8. Change in Fiscal Year
Not Applicable
Item 9. Change in Security Ratings
Not Applicable
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.
Rent USA, Inc.
By: /s/ Al Harvey
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Al Harvey
Chief Executive Officer
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