Z AXIS CORP
8-K/A, 1999-04-28
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              FORM 8-K/A


[ X ] Current Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
      Act of 1934

Date of Report  (date of  earliest  event  reported):  April 28, 1999 (April 19,
1999)

Commission file number 0-11284


                          Z-Axis Corporation
- -----------------------------------------------------------------------
         (Exact name of registrant as specified in its charter)


           Colorado                       84-0910490

 (State or other jurisdiction           (I.R.S. Employer
      of incorporation of              Identification No.)
         organization)


7395 East Orchard Road, Suite A-110
      Greenwood Village, Colorado                   80111
- ---------------------------------------        ---------------
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code: (303) 713-0200



<PAGE>


                               CONTENTS

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.

Pursuant  to Item  304 of  Regulation  S-K,  the  Company  makes  the  following
representations:

(i)  On April 12, 1999 BDO  Seidman,  LLP("BDO  Seidman,  Certifying  Accountant
     Z-Axis  Corporation (the "Company") was dismissed as Certifying  Accountant
     for the Company

(ii) None  of  the  prior  certifying  accountant's  reports  on  the  Company's
     financial statements for the past two years contained an adverse opinion or
     disclaimer of opinion,  or was modified as to  uncertainty,  audit scope or
     accounting principle.

(iii)The  appointment  of the new  certifying  accountant  was  recommended  and
     approved by the Company's Board of Directors.

(iv) During the Company's two most recent  fiscal years and  subsequent  interim
     period up to the date of the change in certifying accountant, there were no
     disagreements  with the  former  certifying  accountant  on any  matter  of
     accounting  principle or  practices,  financial  statement  disclosure,  or
     auditing scope or procedure, which disagreement(s), if any, not resolved to
     the  satisfaction  of BDO Seidman,  would have caused BDO Seidman to make a
     reference to the subject matter of the  disagreement(s)  in connection with
     their report.

(v)  Effective  April 12, 1999, the Company has engaged the  accounting  firm of
     Ehrhardt  Keefe  Steiner  &  Hottman,   Certified  Public  Accountants  and
     Consultants,  7979 East  Tufts  Avenue,  Denver,  Colorado,  as  Certifying
     Accountant for the year ending March 31, 1998.

(vi) The Company did not consult  with  Ehrhardt  Keefe  Steiner & Hottman  with
     regard to any matter concerning the application of accounting principles to
     any specific  transactions,  either  completed or proposed,  or the type of
     audit  opinion  that  might  be  rendered  with  respect  to the  Company's
     financial statements prior to engaging the firm.


<PAGE>



      The Company has requested  that BDO Seidman  review the disclosure in this
      Report and that the firm has been  given the  opportunity  to furnish  the
      Company  with a letter  addressed  to the  Commission  containing  any new
      information,  clarification  of the Company's  expression of its views, or
      the  respect  in which it does not agree with the  statements  made by the
      Company herein. Such letter is filed as an exhibit to this Report.

Item 5.  Other Events.

      Not applicable.

Item 6.  Resignation of Registrant's Directors.

      Not applicable.

Item 7.  Financial Statements and Exhibits.

      Not applicable.

Item 8.  Change in Fiscal Year.

      Not applicable.


<PAGE>



                               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.

Z-AXIS CORPORATION


/s/ Alan Treibitz              
Alan Treibitz                                   
President
Date: April 28, 1999










                                 April 22, 1999



Securities and Exchange Commission 450 5th Street, N.W.
Washington, D.C.  20549

Gentlemen:

We have been  furnished  with a copy of the response to Item 4 of Form 8-K/A for
the event that  occurred  on April 12,  1999 to be filed by our  former  client,
Z-Axis  Corporation.  We agree with the statements made in response to that Item
insofar as they relate to our Firm.

Very truly yours,


/s/ BDO Seidman, LLP
BDO Seidman, LLP




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