UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K-A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): June 8, 1999
(Revised July 28, 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.)
3440 HIGHWAY 9 SOUTH, FREEHOLD , NEW JERSEY 07728
-------------------------------------------- -----
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (732) 462-7767
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
a. Effective April 20, 1999, stereoscape.com, inc. (the "Company")
dismissed its certifying accountants, Weinbaum & Yalamanchi Certified Public
Accountants ("WY") and retained its prior certifying accountants, Ehrenkrantz,
Sterling & Co., LLC Certified Public Accountants and Consultants ("ESC"). WY did
not issue a report on stereoscape's financial statements. 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 WY that during the two most recent fiscal years
and the interim period from December 31, 1998 through April 20, 1999 the Company
was unaware of any disputes between the Company and WY as to matters of
accounting principles or practices, financial statement disclosure, or audit
scope or procedure, which disagreements, if not resolved to the satisfaction of
WY, would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports. (See "Revised Information" below)
b. Effective April 20, 1999, the Company engaged ESC 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 ESC regarding any of the
matters or events set forth in item 304 (a) (2) and (i) and (ii) of Regulation
S-B, except those matters involving prior audits by ESC
Revised Information
Subsequent to the filing of this 8-K on June 8, 1999, on June 15, 1999,
W&Y issued a letter in which they objected to certain disclosures in
the original 8-K filing and enumerating various reasons they felt that
stereoscape.com, inc. ("The Company") is unauditable. A copy of that
letter has been included here in as an exhibit to this Form 8K-A
(Exhibit A).
The Company would like to address W & Y's letter of June 15, 1999, in
detail, and discuss W & Y's allegation that the Company is unauditable.
We would like to point out that W & Y did not inform the Company that
they considered it UNAUDITABLE until subsequent to their termination as
auditors, and subsequent to the filing of the Form 8-K in question.
As regards items 1, 2, 3, and 5 under "We believe stereoscape is
unauditable":
The Company had initially provided W&Y with substantially all
information requested. Subsequently the Company determined that W&Y had
requested additional information which it considered an excessive
amount of paperwork to be Federal Expressed to their office in
California.
The Board of Directors determined that, based upon W&Y's letter of
April 20, in which they stated, "even if the remainder of the required
items were supplied they could not tell us when (they) could complete
(their) work," we would return to our prior auditors, Ehrenkrantz,
Sterling & Co. ("ES&C"). The board felt that continuing to conduct the
audit "long distance" between New Jersey and California was neither
practical nor productive. In addition, the absence of an on-site
representative of the auditing firm also generated some concern among
the directors.
As regards items 4 and 6 under "We believe stereoscape is unauditable":
The Company, in its opinion, had sent sufficient documentation to W&Y
to support the net realizable value of inventory and to support the
accounting for stock issuances as it relates to APB 25.
As regards "other problems" in W&Y's June 15, 1999 letter:
In regard to item # 1--ABC Acquisition Disagreement--The Company
restated the acquisition of ABC as a purchase.
In regard to item # 2--discrepancy in equity--As the result of the
restatement of the purchase of ABC as a purchase transaction any
previous discrepancy has been resolved.
In regard to item #3--the Company has provided sufficient evidential
matter to the auditors of the 1997 financial statements to support the
$100,000 reserve.
In regard to items #4 and #5--W&Y inaccurately concluded that, since
the Company did not vacate before December 31, 1997 the lease bound the
Company through January 31, 2000. Early in 1999, the Company exercised
its option to vacate the premises and did so in April 1999 with no
discord with the landlord.
The Company would like to point out that ES&C performed their audit in
accordance with Generally Accepted Auditing Standards (GAAS). and
issued their opinion dated May 6, 1999 thereon. During the course of
their examination the Company provided them with all of the support and
documents they requested.
<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: July 28, 1999 By:/s/ Scott G. Halperin
---------------------
Scott G. Halperin
Chairman
Date: July 28, 1999 By:/s/ Steven Wise
---------------------
Steven Wise
Chief Executive Officer
Date: July 28, 1999 By:/s/ Bernard F. Lillis, Jr.
---------------------------
Bernard F. Lillis, Jr.
Chief Financial Officer
Exhibit A.
Weinbaum & Yalamanci }
Certified Public Accountants }
4929 Wilshire Boulevard } (Letterhead)
Suite 540 }
Los Angeles, CA 90010 }
15 June 1999
Scott Halperin
stereoscape.com, inc. (stereoscape)
3440 Route 9 South
Freehold, NJ 07728
Dear Mr. Halperin:
We read stereoscape's Form 8-K filed on or about 8 June 1999, finding
it on EDGAR on 10 June, disclosing its accountant change. We refer you to our 11
May and 8 June letters which we believe describe the reason or reasons for
stereoscape's accountant change. This letter acknowledges stereoscape's faxed
Form 8-K draft reporting the accountant change.
Your 8-K states we were replaced effective 20 April. If so, stereoscape
should have filed its 8-K disclosing this on our about 27 April. We were
notified we were replaced when you phoned us on 27 May and told us stereoscape
rehired Ehrenkrantz, Sterling as auditors.
We believe stereoscape is unauditable and first raised this issue in
our 20 April letter. The reason we believe this are:
1. stereoscape did not support 48% of our cash disbursement test
selections. We mentioned this in our 20 April letter.
2. stereoscape did not support 44% of our unrecorded liabilities search
test selections. We mentioned this in our 20 April letter.
3. stereoscape did not support 21% of our inventory price test selections.
We mentioned this in out 20 April letter.
4. stereoscape gave us no documents to test its inventory's net realizable
value. We mentioned this in our 20 April letter.
5. stereoscape did not give us some documents we needed to test its
reserve for future returns, allowances and discounts, commonly
known as "chargebacks." We mentioned this in our 20 April letter.
6. We did not receive sufficient documentation to conclude if
stereoscape's accounting for some stock issuances complied with APB 25.
We asked about these transactions in our 24 March fax.
In addition to our reasons for concluding stereoscape is unauditable we
had these other problems:
1. We disagree with stereoscape's accounting for its ABC acquisition. We
mentioned this in our 6 April fax.
<PAGE>
Scott Halperin - 06/15/99 - 2
2. Stereoscape never reconciled a $53,427 discrepancy between ABC's 31
December 1996 equity and the $201,123 asset impairment. We mentioned
this in our 7 April letter.
3. stereoscape did not adequately support its 31 December 1997 $100,000
reserve for chargebacks.
4. We disagree with stereoscape about whether or not a lease commitment
exists. We mentioned this in our 4 March fax and 11 May letter.
5. Stereoscape never gave us sufficient documentation to let us test a
lease for capitalization under SFAS No. 13. We mentioned this is our 4
March fax and 11 May letter.
Very truly yours,
/s/ George Weinbaum
George Weinbaum
