ALLIANCE TECHNOLOGIES INC
8-K, 1999-02-18
RADIO, TV & CONSUMER ELECTRONICS STORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                     FORM 8K
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (Date of earliest event reported): January 11, 1999

                              stereoscape.com, inc.
                    ( Formerly: ALLIANCE TECHNOLOGIES, INC.)
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



             NEVADA                    O-25037           06-1469654
   (STATE OR JURISDICTION           (COMMISSION         (IRS EMPLOYER
       OF INCORPORATION)            FILE NUMBER)      IDENTIFICATION NO.)


      130 HIGHWAY 33 WEST, MANALAPAN, NEW JERSEY         07726
      ------------------------------------------         -----
      (Address of principal executive offices)        (zip code)


       Registrant's telephone number, including area code: (732) 617-1350
<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant

         a. Effective  January 11, 1999,  stereoscape.com,  inc. (the "Company")
dismissed its prior  certifying  accountants,  Ehrenkrantz,  Sterling & Co., LLC
Certified  Public  Accountants and  Consultants  ("ESC") and retained as its new
certifying  accountants,  Weinbaum  &  Yalamanchi ("WY").  ESC's  report on  the
Company's  financial  statements for  the  fiscal  year ended December 31, 1997,
which  was the  only  fiscal year during which ESC was the certifying accountant
for the Company, contained no adverse opinions or disclaimer of opinions,and was
not qualified as to audit scope or accounting principles. The report was however
qualified as to uncertainties.   The decision to change accountants was approved
by the Audit Committee and the Board of Directors of the Company. As required by
applicable rules of the Securities and Exchange Commission, the Company notified
ESC that during the two most  recent fiscal  years  and the interim period  from
December 31, 1997 through  January 11, 1999  the  Company  was  unaware  of  any
disputes between the Company and ESC as to  matters of accounting principles  or
practices, financial statement disclosure, or audit scope of  procedure,   which
disagreements,  if not resolved to the satisfaction of ESC, would have caused it
to make a reference to the subject  matter of the  disagreements  in  connection
with its reports and  requested ESC to confirm this, a copy of which is attached
hereto.

         b. Effective  January 11, 1999, the Company engaged WY as its principle
accountants.  During the most recent fiscal year end and the subsequent  interim
periods to the date hereof,  the Company did not consult WY regarding any of the
matters or events  set forth in item 304 (a) (2) and (i) and (ii) of  Regulation
S-B.

<PAGE>


                                    SIGNATURE




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has  duly  caused  this  report  to be  signed  on  its  behalf  the
undersigned thereunto duly authorized




                              stereoscape.com, inc.
                                   (Registrant)




Date:    January 13, 1999                       By:/s/ Scott G. Halperin
                                                   ---------------------
                                                   Scott G. Halperin
                                                   Chairman


Date:    January 13, 1999                       By:/s/ Steven Wise
                                                   --------------- 
                                                   Steven Wise
                                                   Chief Executive Officer

Date:    January 13, 1999                       By:/s/ Bernard F. Lillis, Jr.
                                                  ---------------------------
                                                   Bernard F. Lillis, Jr.
                                                   Chief Financial Officer
<PAGE>


                  (EHRENKRANTZ, STERLING & CO., LLC LETTERHEAD)






Securities and Exchange Commission
450 5th Street NW
Washington, D.C.  20549


Gentlemen:


We have read Item 4 of the Current  Report on Form 8K of Alliance  Technologies,
Inc. (Commission File Number 0-25037) dated February 16, 1998, and we agree with
the statements contained therein insofar as they relate to our firm.


                                  Very truly yours,



                                  EHRENKRANTZ, STERLING & CO., LLC
                                  Certified Public Accountants and Consultants

Livingston, New Jersey
February 17, 1999






cc:      stereoscape.com, inc.
         522 Highway 9 North, Suite 144
         Manalapan, New Jersey  07726


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