ADPADS INC
8-K, 2000-05-19
AMUSEMENT & RECREATION SERVICES
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                        SECURITIES AND EXCHANGE COMMSSION

                             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 Event Requiring Report: May 15, 2000

                               ADPADS INCORPORATED

             (Exact name of registrant as specified in its charter)

                          Colorado 000-28373 84-1306598
               (State of Incorporation)              (Commission (IRS Employer
                 File Number)                          Identification #)


                   1000 Highway 34, Matawan, New Jersey 07747

            ---------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (732)-290-8940
            ---------------------------------------------------------
              (Registrant's telephone number, including area code)


                        Visual-Presentation Systems, Inc.

               16910 Dallas Parkway, Ste. 100, Dallas, Texas 75248
            ---------------------------------------------------------
                     (Registrant's former Name and Address)

<PAGE>

ITEM 4.    CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT

On May 15,  2000,  the  Registrant's  Board of  Directors  notified  that it had
dismissed the independent  certified  public  accounting firm of S. W. Hatfield,
CPA of Dallas, Texas, effective immediately.

During the fiscal years ended December 31, 1999 and 1998, and the interim period
subsequent  to  December  31,  1997,  there  were  no  disagreements  with S. W.
Hatfield,  CPA on any matter of accounting  principles  or practices,  financial
statement  disclosures,  auditing  scope or  procedure  or any other  reportable
events.

The independent auditor's report for the Registrant for the years ended December
31, 1998 and 1997 did not contain an adverse  opinion,  disclaimer of opinion or
qualification  as to any  uncertainty  or  matter of audit  scope of  accounting
principles.

The independent auditor's report for the Registrant for the years ended December
31, 1999 and 1998 did not contain an adverse  opinion or  disclaimer of opinion.
However, the report contained the following language:  "the Company is dependent
upon its majority  shareholder  to maintain the corporate  status of the Company
and to provide all nominal  working  capital  support on the  Company's  behalf.
Because of the Company's  lack of operating  assets,  its  continuance  is fully
dependent upon the majority  shareholder's  continuing  support.  This situation
raises a substantial  doubt about the  Company's  ability to continue as a going
concern."

ITEM 7.  EXHIBIT

The following  exhibit is filed with this report on Form 8-K letter on change in
certifying accountant.

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned here unto duly authorized.

AdPads Incorporated

By:   /s/  David I. Brownstein
           ------------------------------
           David I. Brownstein, President







S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section

           Texas Society of Certified Public Accountants

                                  May 18, 2000

U. S. Securities and Exchange Commission
450 Fifth Street, N. W.
Washington DC 20549

Gentlemen,

On May 18, 2000, this firm reviewed Item 4 - Changes in Registrant's  Certifying
Public Accountant of the Form 8-K to be filed by AdPads  Incorporated  (formerly
Visual Presentation Systems, Inc.) (SEC File #000-28373) during May 2000.

We  have  no  disagreements  with  the  statements  made  within  Item  4 of the
referenced Form 8-K.

Yours truly,


/s/S. W. Hatfield, CPA
- -----------------------
Scott W. Hatfield, CPA
    for the Firm

SWH/

                      Use our past to assist your future sm

P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      [email protected]



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