SECURITIES 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: March 17, 2000
LEAPFROG SMART PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO
(State or Other Jurisdiction of Incorporation)
0-20786 84-1076959
(Commission File Number) (I.R.S. Employer Identification Number)
1011 Maitland Center Commons
Maitland, Florida 32751
(Address of Principal Executive Offices) (Zip Code)
(407) 838-0400
(Registrant's Telephone Number, Including Area Code)
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INFORMATION INCLUDED IN THIS REPORT
ITEMS 1 THROUGH 3, 5 THROUGH 9 NOT APPLICABLE.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Thomas Leger & Company, who was previously engaged as the principal
accountant to audit the registrant's financial statements, was dismissed on
March 2, 2000, by unanimous consent of the board of directors of the
Registrant in favor of retaining an independent accounting firm. The
following information is set forth pursuant to Reg. Sec. 229.304 of
Regulation S-K of the Securities Act of 1933 (the "Act"):
(i) Thomas Leger & Company's report on the balance sheet of the
Registrant for only the year end (December 31, 1998) contained no adverse
opinion or a disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles;
(ii) The decision to change accountants was recommended and approved by
the board of directors of the Registrant;
(iii) From the date the Registrant commenced operations (January 13, 1988)
through any subsequent interim period preceding the dismissal there have been
no disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope of
procedure.
(iv) The Registrant has requested Thomas Leger & Company, to furnish it
a letter addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter will be filed as Exhibit 16.1 to this Form
8-K after its receipt.
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INDEX TO EXHIBITS
Exhibit Description
16.1 Thomas Leger & Company's Letter dated March 17, 2000 in response to
Item 4(a)(i), Item 4(a)(ii) and Item 4(a)(iii) of this Form 8-K.
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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.
LEAPFROG SMART PRODUCTS, INC.
Randolph Tucker
DATE: March 17, 2000 By: /s/ Randolph Tucker
Name: Randolph Tucker
Title: Chief Executive Officer
Exhibit 16.1
THOMAS LEGER & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
Exhibit to Form 8-K
March 17, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of the Form 8-K dated March 17, 2000 of Leapfrog Smart
Products, Inc. and are in agreement with the statments contained in Item
4(a)(i), Item 4(a)(ii) and Item 4(a)(iii) therein. We have no basis to agree
or disagree with other statements of the registrant contained therein.
/S/ Thomas Leger & Company
Limited Liability Partnership
Houston, Texas
