UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 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) September 23, 1996
Commission file number 33-20344-LA
O.T.S. Holdings, Inc.
(Exact name of registrant as specified in charter)
Colorado 84-107724
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4535 W. Sahara #105-13B
Las Vegas, Nevada 89102
(Address of Principal Executive Office) (Zip Code)
(702) 893-4747
(Registrant's Telephone Number, Including Area Code)
Copies To:
Gerald Levine
President
4535 W. Sahara, Suite 105-13B
Las Vegas, Nevada 89102
(702)794-2590
<PAGE>
O.T.S. Holdings, Inc. Page 2
Item No 1 Changes in Control of Registrant.
No events to report.
Item No. 2. Acquisition or Disposition of Assets.
No events to report.
Item No. 3. Bankruptcy or Receivership.
No events to report.
Item No. 4. Changes in Registrant's Certifying Accountant.
Pursuant to Item 304 of Regulation S-K, the Company makes the following
representations:
Item 304(a)(1)
(i) On September 23, 1996, Duane V. Midgley, C.P.A.'s contract as auditor
of the Company was terminated by mutual agreement.
(ii) On September 23, 1996, the Company reached an agreement with William
Clancy, whereby William Clancy was engaged to act as the Company's auditor,
commencing with the Company's audit for the fiscal year ending 1995;
(iii) The principal accountant's report on the Company's financial
statements for either of the past two (2) years has not contained either an
adverse opinion or a disclaimer of opinion, nor was qualified or modified as
to uncertainty, audit scope, or accounting principles, except for the going
concern paragraph contained in each report.
(iv) The change in accountants was approved by the Board of Directors of the
Company;
(v) During the registrant's two most recent fiscal years and subsequent
interim period up to the date of the change of accountants, there were no
disagreements with the former accountant on any matter of accounting
principle or practices, financial statement disclosure, or auditing scope of
procedure. (See Exhibit - Former Accountant Letter).
Item 304(a)(2)
On September 23, 1996, the Company reached its agreement with William Clancy.
Prior to the engagement agreement dated September 23, 1996, the Company had
not received any auditing, accounting or financial opinions.
<PAGE>
O.T.S. Holdings, Inc. Page Three
Item No. 5. Other Events.
No events to report.
Item No. 6. Resignation of Registrant's Directors.
No events to report.
Item No. 7. Financial Statements, Proforma Financial Information and Exhibits.
Exhibit - Former Accountant's Letter.
Exhibit - Engagement letter of new auditor.
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.
O.T.S. Holdings, Inc.
By:/s/Gerald Levine Dated: 09/23/96
Gerald Levine, President
<PAGE>
DUANE V. MIDGLEY
CERTIFIED PUBLIC ACCOUNTNAT
4351 Lynne Lane
Salt Lake City, UTAH 84124
(801) 277-3608
Securities and Exchange Commission
Washington, D.C. 20549
I have read Item No. 4, Changes in Registrants Certifying Accountant
reported on Form 8K Dated September 23, 1996 for O.T.S. Holdings, Inc. I
agree with the comments therein pertyaining to me terminating me as auditor
for the Company.
There are no disagreements between the Company and me regarding
accounting matters, financial matters, financial statement disclosures or
auditing procedures.
Very truly yours,
/s/Duane V. Midgley
Duane V. Midgley
Cerified Public Accountnat
September 28, 1996
Salt Lake City, Utah
<PAGE>
WILLIAM L CLANCY
Certified Public Accountants
Central Plaza
Suite 890
4041 North Central Avenue
P.O. Box 16627 (85011-6627)
Phoenix, Arizona 85012
(602) 266-2646
Fax: (602) 266-2402
September 23, 1996
Mr. Gerald H. Levine, President and CEO
O.T.S. Holdings, Inc.
23 Cactus Garden Drive #F-60
Henderson NV 89014
Dear Gerry:
This letter is to confirm my understanding of the terms and objectives of my
engagement.
I, William L. Clancy, will be the CPA in charge of all work we perform for
you. Auditing and reporting on your financial statements is to be our
recurring basis assignment. I will also be available to help you with
current problems as they arise through the year.
I will audit the Company's financial statements (a Development Stage Company)
as of December 31, 1995 for the purpose of expressing an opinion on them.
The financial statements will be identified as those of a development stage
enterprise and will include a description of the nature of the development of
stage activities in which the enterprise is engaged. The proper recording of
transactions, safeguarding of assets, and the financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on the financial statements.
I will conduct my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about wether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence which supports the amounts and disclosures included in the financial
statements. It also includes assessing the accounting principles used and
estimates made by management, as well as evaluating the overall financial
statement presentation. If, for any reason, I am unable to express an
unqualified opinion on the financial statements, I will discuss the
alternatives with you in order to arrive at an acceptable solution.
An audit is subject to the risk that material errors and irregularities,
including fraud and defalcations, if they exist, will not be detected. I
will inform you of any material errors, and all irregularities and illegal
acts that come to my attention, unless they are inconsequential.
<PAGE>
Assistance is to be supplied by your personnel, including the preparation of
the detailed trial balance, schedules and analyses of accounts. Timely
completion of this work will facilitate the completion of our audit.
If you intend to publish or otherwise reproduce the financial statements and
make reference to my firm, you agree to provide me with printers' proofs or
masters for my preview and approval before printing. You also agree to
provide me with a copy of the final reproduced material before it is
distributed.
My fees will be billed upon completion of the work and will be based on the
amount of time required plus actual out-of-pocket expanses. Invoices are
payable upon presentation. I will notify you immediately of any
circumstances I encounter that could significantly affect my initial estimate
of total fees of $5,000.00 to $7,500.00. Before my services begin, you have
agreed to pay me a $2,500.00 retainer, which be applied to the final billing
for this engagement.
If the foregoing is in accordance with your understanding, please sign and
return to us the duplicate copy of this letter.
We appreciate the opportunity to serve you and trust that our association
will be a long and pleasant one.
Yours very truly,
/s/William L. Clancy
William L. Clancy
Certified Public Accountant
O.T.S. Holdings, Inc.
Accepted
signed
/s/Gerald H. Levine
Gerald H. Levine, President and CEO
9/24/96
<PAGE>
