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UNITED STATES
SECURITY AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
AMENDMENT NO. 1
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
ORGANIC SOLUTIONS, INC.
(Exact name of registrant as specified in its Charter)
DELAWARE 33-8104/ 0-25892 74-2423728
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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 Company considers this to be a notification of
the resignation of the Company's Certifying Accountant.
The auditor's report of Ernst & Young LLP on the financial
statements 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.
Item 7. Exhibits
a. Exhibit
16 Letter from Ernst & Young LLP, dated September , 1997, regarding
their agreement with the statements contained in Item 4(a).
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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: September 4, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
16 Letter from Ernst & Young LLP, dated September , 1997, regarding
their agreement with the statements contained in Item 4(a).
</TABLE>
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ERNST & YOUNG LLP Frost Bank Tower Phone: 210-228-9696
Suite 1900 Fax: 210-242-7252
100 West Houston Street
San Antonio, Texas 78205
Mailing Address:
P.O. Box 2918
San Antonio, TX 78299
EXHIBIT 16 TO FORM 8-K
September 4, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K, Amendment No. 1, dated September 4, 1997 of
Organic Solutions, Inc. and are in agreement with the statements contained in
the Item 4(a) therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/ Ernst & Young LLP
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Ernst & Young LLP
