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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 25, 2000
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CodeStream Holdings, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada 033-25779 84-1100609
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
1771 International Pkwy, Suite 121, Richardson, Texas 75081
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 479-0534
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ITEM 4. CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On September 25, 2000, CodeStream Holdings, Inc. (the
"Company") dismissed David T. Thomson P.C. ("David Thomson") as principal
independent accountant of Bud Financial Group ("Bud") and also dismissed
Singer Lewak Greenbaum & Goldstein LLP ("Singer Lewak") as principal
independent accountants of CodeStream Technologies Corporations ("CTC"). The
decision to dismiss David Thomson and Singer Lewak was approved by the
Company's Audit Committee and Board of Directors and was based on the
Company's desire to retain an accounting firm located near its corporate
headquarters in Richardson, Texas.
The reports of David Thomson on the financial statements of Bud for
the past two fiscal years ended December 31, 1999 and 1998 contained no
adverse opinions or disclaimers of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principle, except that David
Thomson qualified its opinions as of and for the years ended December 31,
1999 and 1998 by including a going concern modification. There were no
disagreements between the Company and David Thomson on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure which if not resolved to the satisfaction of
David Thomson would have caused it to make reference thereto in its report on
the financial statements for such years.
The report of Singer Lewak on the financial statements of CTC for
the past two fiscal years ended December 31, 1999 and 1998 contained no
adverse opinion or disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting principle, except that Singer
Lewak qualified its opinion for the years ended December 31, 1999 and 1998 by
including a going concern modification. There were no disagreements between
the Company and Singer Lewak on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure
which if not resolved to the satisfaction of Singer Lewak would have caused
it to make reference thereto in its report on the financial statements for
such years.
Letters from David Thomson and Singer Lewak confirming the
statements contained in this Item 4(a) are filed as exhibits to this Current
Report on Form 8-K.
(b) On September 25, 2000, the Company retained Ernst & Young LLP to
serve as the Company's principal independent accountants. During the
Company's past two fiscal years, the Company did not consult Ernst & Young
LLP regarding the application of accounting principles to a specified
transaction or the type of audit opinion that might be rendered on the
Company's financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
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(16.1) Letter from David T. Thomson P.C. regarding change in
certifying accountant.
(16.2) Letter from Singer Lewak Greenbaum & Goldstein LLP
regarding change in certifying accountant.
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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.
CODESTREAM HOLDINGS, Inc.
Date: September 27, 2000 /s/ D. Gordon Werner
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D. Gordon Werner,
President and Chief Executive Officer
EXHIBIT INDEX
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Exhibit No. Description
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16.1 Letter from David T. Thompson P.C. regarding change
in certifying accountant.
16.2 Letter from Singer Lewak Greenbaum & Goldstein LLP regarding
change in certifying accountant.
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