UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 16, 1999
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INFRACORPS INC.
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(Exact Name of Registrant as Specified in Charter)
Virginia 001-11186 54-1414643
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7400 Beaufont Springs Drive, Suite 415 Richmond, Virginia 23225
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 272-6600
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N/A
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
KPMG LLP ("KPMG") served as the Company's independent public
accountants for the fiscal years ended May 31, 1990 through March 31, 1998. For
various business reasons, Company's Board of Directors recommended the dismissal
of KPMG, and on February 16, 1999, the Company officially terminated its
business relationship with KPMG. KPMG's reports on the Company's financial
statements for each of the last two fiscal years did not contain an adverse
opinion or disclaimer of opinion. Similarly, KPMG did not modify either such
report as to uncertainty, audit scope or accounting principles, except that
KPMG's auditors' report on the consolidated financial statements of ETS
International, Inc. (name of Company changed to InfraCorps Inc. at shareholders
meeting on August 17, 1998) and subsidiaries as of March 31, 1998 and May 31,
1997 and for the ten-month period ended March 31, 1998 and for the years ended
May 31, 1997 and 1996, contained a separate paragraph stating that "the Company
has suffered losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern."
Management's plans in regard to these matters are also described in note 19. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty. A letter from KPMG is attached as
Exhibit 16.1.
In connection with the audits of the ten-month period ended March 31,
1998 and the year ended May 31, 1997, there were no disagreements between the
Company and KPMG regarding 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.
The Board of Directors of the Company appointed on February 16, 1999,
subject to the approval of the Company's shareholders, the firm Goodman &
Company, L.L.P. as independent public accountants to audit the Company's
consolidated financial statements for the fiscal year ending March 31, 1999.
Item 7. Financial Statements and Exhibits.
a. Financial statements.
Not applicable.
b. Pro forma Financial Information.
Not applicable.
c. Exhibits.
16.1 - Letter on change in certifying accountant (filed herewith).
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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.
INFRACORPS INC.
By: /s/ Warren E. Beam, Jr.
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Secretary Corporate Controller
February 19, 1999
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter on change in certifying accountant.
EXHIBIT 16.1
February 19, 1999
Securities and Exchange Commission
Washington DC 20549
Ladies and Gentlemen:
We were previously principal accountants for InfraCorps Inc. (formerly ETS
International, Inc.) and, under the date of May 8, 1998, we reported on the
consolidated financial statements of ETS International, Inc. and subsidiaries as
of March 31, 1998 and May 31, 1997 and for the ten-month period ended March 31,
1998 and years ended May 31, 1997 and 1996. On February 16, 1999, our
appointment as principal accountants was terminated. We have read InfraCorps
Inc.'s statements included under Item 4 of its Form 8-K dated February 16, 1999,
and we agree with such statements except that we are not in a position to agree
or disagree with InfraCorps Inc.'s stated reasons for changing principal
accountants, with InfraCorps Inc.'s statement that the change was recommended by
the Board of Directors, nor are we in a position to agree or disagree with
InfraCorps Inc.'s statement that the Board of Directors, appointed Goodman &
Company, L.L.P. as independent public accountants on February 16, 1999 subject
to the approval of the Company's shareholders, for the fiscal year ending March
31, 1999.
Very truly yours,
/s/ KPMG LLP
