UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
[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): March 9, 2000
Commission file number 0-14724
Telemetrix Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 59-3453156
------------------------------ -----------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1225 Sage Street
Gering, Nebraska 69341
-------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (308)436-4090
<PAGE>
CONTENTS
Item 4. Changes in Registrant's Certifying Accountant.
Pursuant to Item 304 of Regulation S-K, the Registrant represents the following:
(i) Want & Ender CPA, P.C. ("Want & Ender) audited Registrants' financial
statements for 1998 and prior years. After the 1999 business combination
("Combination") that changed control of Registrant, Want & Ender ceased to
serve as Registrant's certifying accountants (see Current Report on SEC
Form 8-K filed May 17, 1999).
(ii) BDO Dunwoody LLP ("BDO") audited the 1998 financial statements for
Telemetrix Resource Group Ltd., a Nova Scotia, Canada Corporation and
Telemetrix Resource Group Inc., a Colorado corporation now known as
Telemetrix Solutions Inc. (collectively, "TRG"). TRG became Registrants'
subsidiaries in the Combination. TRG had engaged BDO prior to the
Combination; BDO's engagement was limited solely to the 1998 financial
statements of TRG and BDO will not audit TRG's future financial
statements. Registrant has provided BDO with a copy of this Report and has
requested BDO furnish a letter commenting on the disclosure in this
Report; Registrant will file such letter as an amendment to this Report.
(iii) Fred A. Lockwood & Co., P.C. ("Lockwood"), audited the 1998 & 1997
financial statements for Tracy II Corporation d/b/a Western Total
Communications, a Nebraska corporation ("WTC"). WTC became Registrant's
subsidiary in the Combination. WTC had engaged Lockwood prior to the
Combination and Lockwood will not audit WTC's future financial statements.
Registrant has provided Lockwood with a copy of this Report and has
requested Lockwood furnish a letter commenting on the disclosure in this
Report; Registrant will file such letter as an amendment to this Report.
(iv) None of the prior certifying accountants' reports on the financial
statements of Registrant or its subsidiaries for the past two years
contained an adverse opinion or disclaimer of opinion, or was modified as
to uncertainty, audit scope or accounting principle.
(v) The appointment of the new certifying accountant was recommended and
approved by Registrant's Board of Directors.
(vi) During Registrant's two most recent fiscal years and subsequent interim
period up to the date of the change in certifying accountants, there were
no disagreements with the former certifying accountants on any matter of
accounting principle or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if any, were not
resolved to the satisfaction of the predecessor auditor, or would have
caused the predecessor auditor to make a reference to the subject matter of
the disagreement(s) in connection with their report.
2
<PAGE>
(vii) Effective March 9, 2000 the Registrant 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 December 31, 1999.
(viii) Prior to engaging the firm, Registrant 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 Registrant's financial statements.
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.
TELEMETRIX INC.
/s/ Michael L. Glaser
- -------------------------------------
Michael L. Glaser
Secretary
Date: March 14, 2000
3
