UNITED STATES
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: 5/22/96
OMAP HOLDINGS INCORPORATED
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
000-11734 88-0177889
(Commission File Number) (IRS Employer Identification Number)
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(Address of principal executive offices)
(801) 575-8073
(Registrant's telephone number, including area code)
Page 1 of 5 consecutively numbered pages.
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 30, 1995, OMAP Holdings, Incorporated (the "Company"),
received notice of the resignation of its independent auditor, Smith & Company.
This event was reported in a Current Report on Form 8-K dated January 4, 1996.
Effective May 22, 1996, the Company engaged Jones, Jensen & Company as
its new independent auditor. Neither the Company, nor anyone on its behalf, has
consulted Jones, Jensen & Company regarding any of the information contained in
Item 304(a)(2) of Regulation S-B. The address of the new independent auditors
is:
Jones, Jensen & Company
Certified Public Accountants
349 South 200 East, Suite 500
Salt Lake City, Utah 84111
Item 7. Financial Statements and Exhibits
Exhibits required to be attached by Item 601 of Regulation S-B are listed in the
Index to Exhibits beginning on page 3 of this Form 8-K, and are incorporated
herein by this reference.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
OMAP Holdings, Inc.
By: /s/ James Tilton
James Tilton, President
Date: May 28, 1996
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INDEX TO EXHIBITS
EXHIBIT PAGE DESCRIPTION
NO. NO.
CHANGE IN CERTIFYING ACCOUNTANTS
16(i)(a) 4 Letter of engagement dated May 17, 1996, accepted by
OMAP Holdings Incorporated on May 22, 1996.
Page 3 of 5 consecutively numbered pages.
Jones, Jensen
& Company
--------------------------
Certified Public Accountants
A Partnership of MEMBERS
Professional Corporations American Institute of Certified Public Accountants
R. Gordon Jones, CPA, PC Utah Association of Certified Public Accountants
Mark E. Jensen, CPA, PC SEC Practice Section
Private Companies Practice Section
Independent Accountants International
May 17, 1996
OMAP Holding Incorporated and the Business of R. Kohl Company
268 W. 400 S. Suite 204
Salt Lake City, Utah 84101
We are pleased to confirm our understanding of the services we are to provide
for OMAP Holding Incorporated and the Business of R. Kohl Company for the year
ended December 31, 1995.
We will audit the balance sheet of OMAP Holding Incorporated and the Business of
R. Kohl Company as of December 31, 1995, and the related statements of
operations, stockholders' equity, and cash flows for the year then ended.
Our audit will be conducted in accordance with generally accepted auditing
standards and will include tests of your accounting records and other procedures
we consider necessary to enable us to express an unqualified opinion that your
financial statements are fairly presented, in all material respects, in
conformity with generally accepted accounting principles. If our opinion is
other than unqualified, we will fully discuss the reasons with you in advance.
If, for any reason, we are unable to complete the audit, we will not issue a
report as a result of this engagement.
Our procedures will include tests of documentary evidence supporting the
transactions recorded in the accounts,, tests of the physical existence of
inventories, and direct confirmation of receivables and certain other assets and
liabilities by correspondence with selected customers, creditors, and banks. We
will request written representations from your attorneys as part of the
engagement, and they may bill you for responding to this inquiry. At the
conclusion of our audit, we will also require certain written representations
from you about the financial statements and related matters.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements; therefore, our audit will involve
judgement about the number of transactions to be examined and the areas to be
tested. Also, we will plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
However, because of the concept of reasonable assurance and because we will not
perform a detailed examination of all transactions, there is a risk that
material errors, irregularities, or illegal acts, including fraud or
defalcations, may exist and not be detected by us. Our responsibility as
auditors is limited to the period covered by our audit and does not extend to
any later periods for which we are not engaged as auditors.
We understand that you will provide us with the basic information required for
our audit and that you are responsible for the accuracy and completeness of that
information. We will advise you about appropriate accounting principles and
their application and will assist in the preparation of your financial
statements, but the responsibility for the financial statements remains with
you. This responsibility includes the maintenance of adequate records and
related internal control structure, the selection and application of accounting
principles, and the safeguarding of assets.
We understand that your employees will type all cash, accounts receivable,
accounts payable, and other confirmations we request and will locate and
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documents selected by us for testing.
Our audit is not specifically designed and cannot be relied on to disclose
reportable conditions, that is, significant deficiencies in the design or
operation of the internal control structure. However, during the audit, if we
become aware of such reportable conditions or ways that we believe management
practices can be improved, we will communicate them to you orally or in a
separate letter.
The workpapers for this engagement, are the property of Jones, Jensen & Company
and constitute confidential information. However, as required by law or
regulation, we may be required to make certain workpapers available to the
Securities and Exchange Commission or Peer Review Auditors upon request for
their regulatory oversight purposes. Access to the requested workpapers will be
provided to the Securities and Exchange Commission or Peer Review Auditors under
the supervision of Jones, Jensen & Company audit personnel and at a location
designated by our firm.
Our fees for these services will be based on the actual time spent at our
standard hourly rates, plus travel and other out-of-pocket costs such as report
production, typing, postage, etc. Our standard hourly rates vary according to
the degree of responsibility involved and the experience level of the personnel
assigned to your audit. Our invoices for these fees will be rendered each month
as work progresses and are payable on presentation. In accordance with our firm
policies, work may be suspended if your account becomes 30 days or more overdue
and will not be resumed until your account is paid in full. Our fee, which we
expect to be between $6,000-$7,000, will be based on the amount of time required
at various levels of responsibility, plus any out-of-pocket expenses referred to
above. We will require an up-front retainer of $2,000 that will be applied
towards the final bill. Any estimates, oral or written, are based on anticipated
cooperation from your personnel and the assumption that unexpected circumstances
will not be encountered during the audit. If significant additional time is
necessary, we will discuss it with you and arrive at a new fee estimate before
we incur the additional costs.
We appreciate the opportunity to be of service to you and believe this letter
accurately summarizes the significant terms of our engagement. If you have any
questions, please let us know. If you agree with the terms of our engagement as
described in this letter, please sign the enclosed copy and return it to us.
Very truly yours,
/s/ Jones, Jensen & Company
Jones, Jensen & Company
RESPONSE:
This letter correctly sets forth the understanding of OMAP Holding
Incorporated and the Business of R. Kohl Company
/s/ James Tilton May 22, 1996
- - ----------------------------------
By: James Tilton
President
Page 5 of 5 consecutively numbered pages.
