U.S. 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
Commission File No. 0-12993
December 20, 1999
TELS Corporation
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(Exact name of small business issuer as specified in its charter)
Utah 87-0373840
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(State or other jurisdiction of (IRS Employer
incorporation of organization) Identification No.)
705 E. Main Street, American Fork, Utah 84003
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (801) 756-9606
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
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TELS Corporation
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) On December 20, 1999, PricewaterhouseCoopers LLP resigned as the
independent accountants of the Registrant.
(ii) The report of PricewaterhouseCoopers LLP on the financial statements
as of and for the year ending December 31, 1997 contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principle. The report of PricewaterhouseCoopers LLP on the
financial statements as of and for the year ending December 31, 1998 was
modified to express substantial doubt about the Registrant's ability to continue
as a going concern.
(iii) In connection with its audits for the two most recent fiscal years
and through December 20, 1999, there have been no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP
would have caused them to make reference thereto in their reports on the
financial statements for such years.
(iv) During the two most recent fiscal years and through December 20, 1999,
there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(v) The Registrant has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements. A copy of such letter, dated
December 28, 1999 is filed as Exhibit 16 to this Form 8-K.
(b) New independent accountants.
(i) The Registrant engaged Tanner & Co. Certified Public Accountants as its
new independent accountants as of December 27, 1999. During the two most recent
fiscal years and through December 27, 1999, the Registrant has not consulted
with Tanner & Co. Certified Public Accountants regarding either (i) 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, and either a written report was provided
to the Registrant or oral advice was provided that Tanner & Co. Certified Public
Accountants concluded was an important factor considered by the Registrant in
reaching a decision as to the accounting, auditing or financial reporting issue:
or (ii) any matter that was either the subject of a disagreement, as that term
is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions
to Item 304 of Regulation S-K or a reportable event, as that term defined in
Item 304(a)(1)(v) of Regulation S-K.
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TELS Corporation
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Item 7. Exhibits
Exhibit 16 - Letter on changes in Certifying Accountant
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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 thereunto duly authorized.
TELS Corporation
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Dated: December 28, 1999 By: /s/ John L. Gunter
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John L. Gunter
Chairman and CEO
Dated: December 28, 1999 By: /s/ Ronald A. Haller
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Ronald A. Haller
Controller
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December 28, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by TELS Corporation (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K report dated December 20, 1999. We agree with the
statements concerning our Firm in such Form 8-K.
Very truly yours,
PricewaterhouseCoopers LLP
