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UNITED STATES
SECURITY AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 15, 1997
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ORGANIC SOLUTIONS, INC.
(Exact name of registrant as specified in its Charter)
DELAWARE 33-8104/ 0-25892 74-2423728
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
6391 DE ZAVALA RD., SUITE 202
SAN ANTONIO, TEXAS 78249
(Address of principal executive offices)
210-694-0152
Registrant's telephone number, including area code
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Item 4. Changes in Registrant's Certifying Accountant
a. On August 15, 1997, the Registrant received notice that the
client/auditor relationship between Organic Solutions, Inc. and Ernst
& Young LLP ceased.
The auditor's report of Ernst & Young LLP on the financial
statement of Organic Solutions, Inc. and subsidiary as of June
30, 1996 and for each of the years in the two year period ending June
30, 1996 and 1995, did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit
scope, or accounting principles, except that the auditors' report for
the period ending June 30, 1996, contained a separate paragraph that
stated that:
"The accompanying financial statements have been prepared assuming
that Organic Solutions, Inc. will continue as a going concern.
As more fully described in Notes 2, 3, and 5, the Company has incurred
operating losses, has a working capital deficit and continues to
experience cash shortages and difficulties in developing markets for
their products. Additionally, the Company is in a legal dispute over
the manufacturing of their products in Mexico, and has certain notes
payable due on demand. These conditions raise substantial doubt about
the company's ability to continue as a going concern Management's plans
in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the
outcome of this uncertainty."
In connection with the audits of the two fiscal years ended June 30,
1995 and 1996, and in the subsequent period through August 15, 1997,
there have been no disagreements with Ernst & Young LLP on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures which disagreements, if not
resolved to their satisfaction, would have caused them to make
reference in connection with their opinion to the subject matter of the
disagreement. There were no "reportable events" (as defined in
Regulation S-K, Item 304) occurring during the fiscal years ending
June 30, 1996 and 1995, nor during the subsequent interim period
through August 15, 1997. The cessation of the client/auditor
relationship between Organic Solutions, Inc. and Ernst & Young LLP was
approved by the Board of Directors of the Registrant.
b. Effective August 22, 1997, no other auditor has been appointed by the
Board of Directors of the Registrant.
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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 hereunto duly authorized.
/s/ JOSEPH R. TRAINOR
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Joseph R. Trainor
President
Dated: August 22, 1997
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