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 (Date of earliest event report) June 24, 1996
GOLF TRAINING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-25332 58-1963120
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(Commission File Number) (I.R.S. Employer Identification No.)
3400 Corporate Way
Suite G Duluth, Georgia 30136
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 623-6400
-----------------------------
Not applicable
(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Effective June 24, 1996, Golf Training Systems, Inc. (the
"Registrant") dismissed Ernst & Young LLP ("E&Y"), the Registrant's principal
independent accountants. Effective June 24, 1996, the Registrant engaged Evans,
Porter, Byran & Co. as its new principal independent accountants to audit the
Registrant's financial statements.
(b) E&Y's report on the financial statements for the year ended June
30, 1995, contained no adverse opinion or disclaimer of opinion, nor was it
modified as to uncertainty, audit scope or accounting principles.
(c) Joseph DeCosimo and Company's ("DeCosimo") report on the financial
statements for the year ended June 30, 1994 contained no adverse opinion or
disclaimer of opinion, nor was it modified as to audit scope or accounting
principles except that their report included an explanatory paragraph relating
to the development stage of the Registrant and uncertainties which could affect
the Registrant's financial statements as follows:
"... As discussed in Note 2, the Company had net losses from operations
and has an accumulated deficit that raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 2. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
(d) The Registrant's Board of Directors authorized the Registrant to
pursue a change in auditors at a meeting held on June 24, 1996.
(e) For the year ended June 30, 1995 and the subsequent interim period
through June 24, 1996, there have been no disagreements with E&Y on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the satisfaction of E&Y,
would have caused it to make reference to the subject matter of the disagreement
in connection with their report.
(f) For the year ended June 30, 1994, there were no disagreements with
DeCosimo on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which,, if not resolved to
the satisfaction of DeCosimo, would have caused it to make reference to the
subject matter of the disagreement in connection with their report.
(g) The Registrant has requested E&Y to furnish it a letter addressed
to the Commission stating whether it agrees with the above statements. A copy of
this letter is filed as Exhibit 16 to this Current Report on Form 8-K.
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(h) For the year ended June 30, 1995 and the subsequent interim period
through June 24, 1996, there have been no consultations with the newly engaged
accountants with regard to either the application of accounting principles as to
any specific transaction, either completed or proposed, the type of audit
opinion that would be rendered on the Registrant's financial statements, or any
matter of disagreement with the Registrant's former accountants, E&Y.
(i) For the year ended June 30, 1994, there were no consultations with
the newly engaged accountants with regard to either the application of
accounting principles as to any specific transaction, either completed or
proposed, the type of audit opinion that would be rendered on the Registrant's
financial statements, or any matter of disagreement with the Registrant's former
accountants, DeCosimo
.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(b) Exhibits.
The following exhibits are filed with this report on Form 8-K:
16 Letter of Ernst & Young 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.
GOLF TRAINING SYSTEMS, INC.
By: /s/ Wayne C. McDonald
Wayne C. McDonald
Chief Executive Officer
Date: July 1, 1996
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EXHIBIT INDEX
Exhibit Page
No. Description No.
16 Letter of Ernst & Young LLP regarding change in
certifying accountant 6
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Exhibit 16
[Letterhead]
Ernst & Young LLP
Suite 2800
600 Peachtree Street
Atlanta, Georgia 30308
Phone 404 874-8300
July 1, 1996
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated July 1, 1996, of Golf Training Systems,
Inc. and are in agreement with the statements contained in the first sentence of
the first paragraph and the second, fourth, and fifth paragraphs on page 2
therein. We have no basis to agree or disagree with other statements of the
registrant contained therein.
[Signed]
Ernst & Young LLP
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