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):
December 6, 1999
Commission file number 33-55254-11
FORLINK SOFTWARE CORPORATION, INC.
(Formerly Light Energy Management, Inc.,
formerly Why Not?, Inc.)
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(Exact name of registrant as specified in its charter)
Nevada 87-0438458
(State of other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
P.O. Box 60, Collex/Geneva SWITZERLAND CH1239
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: 011-41-22-900-
0000
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Item No. 4. Changes in Registrant's Certifying Accountant
The Company's independent accountant, Smith & Company, has been
replaced. The Company's new accountant is BDO International. January 4, 2000
serves as both the date on which the Company's former independent accountant was
dismissed and the date upon which the Company's new independent accountant was
appointed. The change in accountants is the result of the Company's recent
reorganization. The decision to change accountants was recommended and approved
by the Company's Board of Directors.
The principal accountant's reports on the Company's financial
statements for the past two (2) years did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the Registrant's two (2) most recent fiscal years, including any
subsequent interim period preceding the change in accountants, there have been
no disagreement with the Company's former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which disagreements, if not resolved to the satisfaction of the former
accountant, would have caused it to make a reference to the subject matter of
the disagreements in connection with its reports.
During the Registrant's two (2) most recent fiscal years, the
Registrant's accountant has not advised the Registrant that the internal
controls necessary for the Registrant to develop reliable financial statements
do not exist.
During the Registrant's two (2) most recent fiscal years, the
Registrant's accountant has not advised the Registrant that information has come
to the accountant's attention that has led it to no longer be able to rely on
management's representations, or that it has made it unwilling to be associated
with the financial statements prepared by management.
During the Registrant's two (2) most recent fiscal years, the
Registrant's accountant has not advised the Registrant of the need to expand
significantly the scope of its audit, or that information has come to the
accountant's attention during the Registrant's two (2) most recent fiscal years
that if further investigated may (i) materially impact the fairness or
reliability of: a previously issued audit report or the
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underlying financial statements, or the financial statements issued or to be
issued covering the fiscal period subsequent to the date of the most recent
financial statements covered by an audit report (including information that may
prevent it from rendering an unqualified audit report on those financial
statements), or (ii) caused it to be unwilling to rely on management's
representations or be associated with the Registrant's financial statements, and
due to the accountant's resignation (due to audit scope limitations or
otherwise), or dismissal, or for any other reason, the accountant did not so
expand the scope of its audit or conduct such further investigations.
During the Registrant's two (2) most recent fiscal years, the
Registrant's accountant has not advised the Registrant that information has come
to the accountant's attention that it has concluded materially impacts the
fairness or reliability of a previously issued audit report or the underlying
financial statements, or the financial statements issued or to be issued
covering a fiscal period subsequent to the date of the most recent financial
statements covered by an audit report (including information that, unless
resolved to the accountant's satisfaction, would prevent it from rendering an
unqualified audit report on those financial statements), and due to the
accountant's resignation, dismissal or declination to stand for re-election, or
for any other reason, the issue has not been resolved to the accountant's
satisfaction prior to its resignation, dismissal or declination to stand for
re-election.
The Company's former accountant has been requested to furnish the
Registrant with a letter addressed to other Commission stating whether the
accountant agrees or disagrees with the statements made by the Registrant under
this item. The former accountant's letter is filed as an exhibit to this Form
8-K.
During the Registrant's two (2) most recent fiscal years and during any
subsequent interim period, neither the Registrant nor anyone on its behalf has
consulted the Registrant's newly engaged accountant regarding either the
application of accounting principles to a specific transaction, either completed
or proposed; or the type of audit opinion that might be rendered on the
Registrant's financial statements, and neither a written report was provided to
the Registrant or oral advice was provided that the new accountant concluded was
an important factor considered by the Registrant in reaching a decision as to
the accounting, auditing or financial reporting issue. Nor during the time
period in question was the Company's new accountant consulted by the Registrant
or anyone on its behalf on any matter that was either the subject of a
disagreement or a reportable event as defined in Item 304 of Regulation S-K.
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Item No. 5. Other Events
On December 6, 1999, the Company changed its name to Forlink Software
Corporation, Inc. Management changed the Company's name as part of the Company's
acquisition of its new line of business. That business is more fully described
in the Company's Form 8-K filed on November 24, 1999, the narrative of which is
incorporated herein by this reference.
In conjunction with the Company's name change, the Company's shares of
common stock now are traded on the OTC Bulletin Board under a new symbol. The
new trading symbol is "FRLK".
Item No. 7. Exhibits
(16) Letter on Change in Certifying Accountant
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.
Dated January 7, 2000.
FORLINK SOFTWARE CORPORATION, INC.
/s/Michael A. J. Harrop
Michael A.J. Harrop, Director
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<PAGE>
Smith
&
Company
A Professional Corporation of Certified Public Accountants
January 6, 2000
Mr. Michael A. J. Harrop, Director
Forlink Software Corporation, Inc.
P. O. Box 60, Collex Geneva, Switzerland CH1239
Dear Mr. Harrop:
This is to confirm that the client-auditor relationship between Forlink Software
Corporation, Inc. (formerly Why Not?, Inc.) (SEC File No. 33-55254-11) and Smith
& Company has ceased, effective January 4, 2000. This will also confirm that we
have read Forlink's Form 8-K dated January 6, 2000 and agree with the statements
disclosed in Item 4 thereof.
Very truly yours,
Smith & Company
By: William R. Denney
cc: SECPS LETTER FILE
U.S. SECURITIES & EXCHANGE COMMISSION
MAIL STOP 9-5
450 FIFTH STREET, NORTHWEST
WASHINGTON, DC 20549
10 West 100 South, Suite 700 o Salt Lake City, Utah 84101-1554
Telephone: (801) 575-8297 o Facsimile: (801) 575-8306
E-mail: [email protected]
Members: American Institute of Certified Public Accountants o
Utah Association of Certified Public Accountants
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