SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
November 17, 1999
Date of Report
(Date of Earliest Event Reported)
CENTRAXX, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 33-3358-NY 88-0224219
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
2700 Argentia Road, Suite #1000
Mississauga, Ontario Canada L5N 5V4
(Address of Principal Executive Offices)
(905) 814-0300
Registrant's Telephone Number
Not Applicable
(Former Address of Principal Executive Offices)
Item 4. Changes in Registrant's Certifying Accountant.
Jones, Jensen & Company, LLC, Certified Public Accountants, of Salt
Lake City, Utah, audited the financial statements of the Registrant for the
calendar years ended December 31, 1998, 1997; these financial statements
accompanied the Registrant's Annual Report on Form 10-KSB for the calendar
year ended December 31, 1998, which was previously filed with the Securities
and Exchange Commission and which is incorporated herein by reference.
On November 17, 1999, the Board of Directors of the Registrant
resolved to engage Grant Thornton, LLC, Chartered Accountants, of Ontario,
Canada, to audit the Registrant's financial statements for the calendar year
ended December 31, 1999.
There were no disagreements between the Registrant and Jones,
Jensen & Company, whether resolved or not resolved, on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved, would have caused it to make
reference to the subject matter of the disagreement in connection with its
reports.
The reports of Jones, Jensen & Company did not contain any adverse
opinion or disclaimer of opinion, and with the exception of a standard "going
concern" qualification because of the limited operating capital and lack of
operations of the Registrant on the dates of the above-referenced Annual
Report on Form 10-KSB, were not qualified or modified as to uncertainty, audit
scope or accounting principles.
During the Registrant's two most recent calendar years, and since
then, neither Jones, Jensen & Company nor Grant Thornton, LLC, has advised the
Registrant that any of the following exists or is applicable:
(1) 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 led 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;
(2) 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
(3) That they have advised the Registrant that information has
come to their attention that they have concluded materially
impacts the fairness or 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 two most recent calendar years and since
then, the Registrant has not consulted Grant Thornton, LLC, 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.
The Registrant has provided Jones, Jensen & Company with a copy of
the disclosure provided under this caption of this Report, and has advised it
to provide the Registrant with a letter addressed to the Securities and
Exchange Commission as to whether it agrees or disagrees with the disclosures
made herein. A copy of its response is attached hereto and incorporated
herein by this reference. See Item 7 of this Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
None, not applicable.
(b) Pro Forma Financial Information.
None, not applicable.
(c) Exhibits.
Description of Exhibit Exhibit Number
---------------------- --------------
Letter on change in certifying 16
accountants
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
CENTRAXX, INC.
Date: 3/30/00 By:/s/Michael Ivezic
--------- --------------------------------------
Michael Ivezic
President and Director
April 3, 2000
Composite Design, Inc.
2700 Argentina Road, Suite #1000
Mississauga, Ontario, Canada L5N 5U4
Dear Sirs:
This is to confirm that the client-auditor relationship between Composite
Design, Inc. (Commission File Number 33-3358-N4) and Jones, Jensen & Company
has ceased.
Sincerely,
Jones, Jensen & Company
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 905
450 Fifth Street, N.W.
Washington, D.C. 20549
