SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT TO
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 1998
Tech Electro Industries, Inc.
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(Exact name of registrant as specified in its charter)
Texas 0-27210 75-2408297
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(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction of incorporation)
2941 Main Street, Suite 300-B, Santa Monica, California 90405
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (310) 396-1782
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ITEM 4. Changes in Registrant's Certifying Accountant
On February 13, 1998, the Company retained King Griffin & Adamson P.C.
as its independent public accountants. The engagement of King Griffin & Adamson
P.C. was approved by the Company's Board of Directors. The Company had
announced on Form 8-K filed on June 27, 1997, that it had engaged Deloitte &
Touche LLP in anticipation of their accepting the Company as a new client;
however, Deloitte & Touche LLP had not completed its new client acceptance
procedures and did not reach an agreement with the Company regarding fee
arrangements and timing of audit services. As of February 13, 1998, Deloitte &
Touche LLP had not audited any financial statements nor reviewed any interim
financial information of the Company or any subsidiary of the Company, nor had
the Company consulted with Deloitte & Touche LLP as to any accounting principles
or practices, financial statements or disclosures, or auditing scope or
procedure, except for a brief consultation ($3,400) in coordination with King
Griffin & Adamson P.C. regarding financial statement disclosure. Deloitte &
Touche LLP's services were limited to reading a draft of the Company's Form
10-KSB for the year ended December 31, 1996 and discussing the format of such
report with the Company's auditors and attorneys. Deloitte & Touche LLP did not
provide a written summary in connection with the consultation. King Griffin &
Adamson P.C. was consulted concerning the format of the report, and expressed no
views on such consultation. The Company had no disagreements with Deloitte &
Touche LLP during the period from June 27, 1997 through February 13, 1998 on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure.
In December 1997, the Company engaged Deloitte & Touche LLP to conduct
due diligence procedures with respect to the Company's acquisiton of a majority
interest in US Computer Group, Inc., and in March 1998, the Company engaged
Deloitte & Touche LLP to audit the financial statements of that Company for the
year ended February 28, 1998 to be included in the Company's amended report on
Form 8-K relating to such acquisition. Such services did not include a review
or audit of any other financial statements or information, or any consultation
as to any accounting principles or practices regarding the Company or any
subsidiary of the Company other than US Computer Group, Inc.
As previously disclosed, King Griffin & Adamson P.C., and its
predecessor, King, Burns & Company, P.C. audited the Company's financial
statements for the fiscal years ended December 31, 1996 and 1995. For the
Company's fiscal years ended December 31, 1996 and 1995, the financial
statements did not contain an adverse opinion or a disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or accounting
principles by King Griffin & Adamson P.C., or its predecessor King, Burns &
Company, P.C.
King Griffin & Adamson P.C. has reviewed this Report and been given an
opportunity to furnish the Company with a letter addressed to the Commission
regarding the subject of this Report and has declined to do so.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
16 Letter from Deloitte & Touche LLP, dated May 29, 1998.
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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.
June 9, 1998 TECH ELECTRO INDUSTRIES, INC.
By: /s/ David Kaye
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David Kaye,
Chief Financial Officer
[LETTERHEAD OF DELOITTE & TOUCHE, LLP]
June 9, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in sentences 3, 4, 5, 6 and 8 of
paragraph one and paragraph 2 of Item 4 of Form 8-K/A of Tech Electro
Industries, Inc. dated February 13, 1998. We have no basis to agree or disagree
with regards to sentences 1, 2 or 7 of paragraph one and paragraphs three and
four.
Yours truly,
/s/ Deloitte & Touche LLP
