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
May 12, 1999
(Date of Earliest Event Reported)
ENCIBAR, INC.
(Exact Name of Registrant as Specified in its Charter)
UTAH 2-86724-D 87-0396692
(State or other Jurisdiction) (Commission File No.) (IRS Employer I.D. No.)
5525 SOUTH 900 EAST, SUITE 110
SALT LAKE CITY, UTAH 84117
(Principal Executive Office Address)
Registrant's Telephone Number, Including Area Code: (801)262-8844
311 South State Street, Suite 110
Salt Lake City, Utah 84111
(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
On May 12, 1999 the Registrant's officers and directors attained control
through the issuance of stock for compensation for services provided to the
Registrant. In conjunction with this change in control, the Registrant
effectuated a reverse split of its outstanding voting securities on a basis of
745 for one, effective May 15, 1999, while retaining the current authorized
capital and par value, with appropriate adjustments in the stated capital
accounts and capital surplus accounts; provided, that no stockholder, computed
on a per stock certificate record basis on the effective date hereof, then
owning 100 or more shares was reduced to less than 100 shares as a result
of the reverse split and that no stockholder owning less than 100 shares, on a
stock certificate record basis on the effective date hereof, was affected
by the reverse split; such additional shares required to provide the minimum of
100 shares to be conveyed to the shareholders were issued by the Registrant;
and provided, further, that all fractional shares were rounded up to the
nearest whole share, and that these shares were provided by the Registrant.
Item 2. Acquisition or Disposition of Assets.
None; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable
Item 4. Changes in Registrant's Certifying Accountant.
Mantyla & McReynolds, Certified Public Accountants, of Salt Lake City,
Utah, have been retained to audit the financial statements of the Registrant as
of May 12, 1999, and have audited the financial statements of the Registrant for
the calendar years ended December 31, 1998 and 1997; The Registrant has not
located the previous auditor, Pannell Kerr Forster, CPA, of San Diego,
California, who last audited the Registrant's financial statements the fiscal
year ended April 26, 1985. A Pannell Kerr Forster was located in San Diego, but
was not the same Pannell Kerr Forester as the registrant's previous auditor. The
Pannell Kerr Forster that was located informed the registrant that the Pannell
Kerr Forester that once audited the registrant was no longer in business.
The Company believes that there were no disagreements between the
Registrant and the previous auditor, Pannell Kerr Forster, whether resolved or
not resolved, on any matter of accounting principles or practices, financial
statement disclosures or auditing scope or procedure, which, if not resolved,
would have caused them to make reference to the subject matter of a disagreement
in connection with their reports.
The reports of Mantyla & McReynolds, did not contain any adverse
opinion or disclaimer of opinion, and with the exception of a standard "going
concern" qualification because of the lack of material operations of the
Registrant on the date of these Reports, were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During the Registrant's three most recent calendar years, and since
then, neither Mantyla & McReynolds nor Pannell Kerr Forster have advised the
Registrant that any of the following exists or is applicable:
That the internal controls necessary for the Registrant to develop reliable
financial statements do not exist, that information has come to their attention
that has lead them to no longer be able to rely on management's representations,
or that has made them unwilling to be associated with the financial statements
prepared by management.
That the Registrant needs to expand significantly the scope of its audit,
or that information has come to their attention that if further investigated may
materially impact the fairness or reliability of a previously issued audit
report or the underlying financial statements or any other financial
presentation, or cause them to be unwilling to rely on management's
representations or be associated with the Registrant's financial statements for
the foregoing reasons or any other reason; or
That they have advised the Registrant that information has come to their
attention that they have concluded materially impacts the fairness of
reliability of either a previously issued audit report or the underlying
financial statements for the foregoing reasons or any other reason.
During the Registrant's three most recent fiscal years and since then,
the Registrant has not consulted Pannell Kerr Forster regarding the application
of accounting principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on the
Registrant's financial statements or any other financial presentation
whatsoever.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Directors and Executive Officers.
Steven Arter, the Registrant's previous President resigned March 22, 1999.
Danny Ramsay, the Registrant's previous Vice President and Treasurer resigned
March 22, 1999. Richard Sax, the Registrant's previous Secretary resigned March
25, 1999. New officers have been appointed to fill the vacancies created by
these resignations.
Item 7. Financial Statements and Exhibits.
Financial Statements.
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None; not applicable.
Exhibits.
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None; not applicable
Item 8. Change in Fiscal Year.
None; not applicable.
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.
ENCIBAR, INC.
Date: December 1, 1999 By: /S/ SARAH EDSON
Sarah Edson, President and Director
