SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
File Pursuant to Section 13, or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
March 13, 1997
EXTEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16354 52-1412493
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
Incorporation)
9625 Black Mountain Road, Suite 218, San Diego, CA 92126
(Address of principal executive offices)
(619) 578-9784
(Registrant's telephone number, including area code)
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.
Date: March 13, 1996 EXTEN INDUSTRIES, INC.
W. Gerald Newmin
Chairman, Chief Executive Officer
and President
(Signature)
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(A) (1)
(i) The Registrant dismissed the accounting firm of Harlan &
Boettger on January 27, 1997. Harlan & Boettger was previously
engaged as the principal accountant to audit the Registrant's
financial statements since August 31, 1995.
(i) There have been no adverse opinions, disclaimers of
opinion or qualifications or modifications as to uncertainty, audit
scope or accounting principles regarding the reports of Harlan &
Boettger on the Registrant's financial statements with in the most
recent fiscal years or subsequent interim period.
(iii) The decision to change accountants was recommended by
the Chairman to the Board of Directors of the Registrant.
(iv) There were no disagreements with Harlan &
Boettger on any matter of accounting principles or practice,
financial statement disclosure or auditing scope or procedure
within the most recent fiscal years and through the period from the
date of the last audited financcial statements to January 27, 1997.
(v) The term "Disagreements" as used in this 8-K shall be
interpreted broadly, to include any difference of opinion
concerning any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure
which (if not resolved to the satisfaction of the former
accountant) would have caused it to make reference to the subject
matter of the disagreement in connection with its report. It is
not necessary for there to have been argument to have had a
disagreement, merely a difference of opinion. For purposes of this
8-K, however, the term disagreements does not include initial
differences of opinion based on incomplete facts or preliminary
satisfaction by, and providing the Registrant and the accountant do
not continue to have a difference of opinion upon, obtaining
additional relevant facts or information.
(vi) During the most recent fiscal year and subsequent interim
period preceding, there were no "Reportable Events" as set forth in
Item 303 (a)(1)(v) of Regulation S-K.
(2) The Registrant has engaged the accounting firm of J.H. Cohn,
LLP on January 27, 1997, as the principal accountant to audit the
Registrants' financial statements. Neither the Registrant nor
someone acting on its behalf has consulted J.H. Cohn LLP during the
Registrants' most recent fiscal years and any subsequent interim
period prior to engaging them regarding the:
(i) application of accounting principles to a specified
transaction, either completed or proposed; or the type of opinion
that might be rendered on the Registrant's financial statements,
and neither a written report was provided to the Registrant nor was
any oral advice provided that J. H. Cohn LLP 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
defined above in Section (a)(1)(iv) of this Form 8-K, or a
Reportable Event defined above in this Form 8-K.
(3) The Registrant has requested Harlan & Boettger to furnish the
Registrant with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by
the Registrant above, and if not, to state the respects in which it
does not agree. The Registrant shall provide Harlan & Boettger
with a copy of this Form 8-K no later than the day this Form 8-K is
filed with the Securities and Exchange Commission. The Registrant
shall file Harlan & Boettger's letter as an Exhibit in this Form 8-
K. If Harlan & Boettger is unavailable at the time of filing this
8-K, the Registrant will request Harlan & Boettger to provide the
letter as promptly as possible so that the Registrant can file the
letter with SEC within ten (10) business days after the filing of
this Form 8-K. (A copy of the letter from Harlan & Boettger will
be filed as Exhibit "A" to this Form 8-K.
Item 7. Exhibits
Exhibit A
March 13, 1997
Office of Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We were the previous principal accountants for Exten Industries,
Inc. (Registrant). On February 15, 1996 we reported on the
consolidated financial statements of Exten Industries, Inc. and its
subsidiary as of and for the year ended November 30, 1995. On
February 10, 1997, Mr. W. Gerald Newmin, Chairman, CEO and
President of Exten Industries, Inc. notified our firm that by
action of the Registrant's Board of Directors on January 27, 1997,
we had been dismissed as Exten Industries, Inc. principal
accountant because of a previous meeting held with the Registrant
in which we explained our firm could not perform any additional
services for the Registrant until the prior year audit fees were
paid in full. Mr. Newmin explained that the monies due our firm
would be paid to the successor auditor for services to be rendered
for the current year. This conversation has been discussed with
the successor auditor. We have read Exten Industries, Inc.'s
statement included under Item 4 of its Form 8-K for February 10,
1997, and we agree with such statements.
Very truly yours,
Harlan & Boettger, CPAs
(Signature)
