DEOTEXIS INC
8-K/A, 1998-02-06
BLANK CHECKS
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                      U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
                         ---------------------------------

                                    FORM 8-K/A

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

                                Amendment No. 1

Date of report (Date of earliest event reported)  February 5, 1998 
                                                  ----------------------------

                                 DEOTEXIS, INC.  
- ------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

  NEVADA                           0-23328                 13-3666344 
- ------------------------------------------------------------------------------
(State or Other Jurisdiction of    (Commission         (I.R.S. Employer
 Incorporation or Organization)    File Number)        Identification Number)

        885 Third Avenue, Suite 2900, New York, New York  10022-4834    
- ------------------------------------------------------------------------------
                   (Address of Principal Executive Offices)

                                (212) 829-5698                         
- ------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)

This Form 8-K/A, Amendment No. 1, amends and restates in its entirety the 
Form 8-K Filed by the Registrant on January 28, 1998.

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ITEM 4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

          (a)  On January 21, 1998, the Registrant formally dismissed Mayer
Rispler & Company, P.C., Certified Public Accountants (the "Former
Accountants"), as the Registrant's certified public accountants and auditors. 
The Former Accountants' report on the financial statements of the Registrant for
the fiscal year ending December 31, 1996 did not contain an adverse opinion or
disclaimer of opinion, nor was such report qualified or modified as to
uncertainty, audit scope, or accounting principles.  In connection with the
Former Accountants' audit of the Registrant for the fiscal year ending
December 31, 1996, and for the interim period through January 21, 1998, there
have been no disagreements between the Registrant and the Former Accountants
with respect to any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.  The decision to dismiss
the Former Accountants was approved by the Registrant's Board of Directors on
January 19, 1998.

          (b)  On January 21, 1998, the Registrant engaged M.R. Weiser & Co.,
LLP, Certified Public Accountants ("M.R. Weiser"), as the Registrant's certified
public accountants and auditors.  Prior to its engagement, the Registrant had
not consulted M.R. Weiser regarding the application of accounting principles to
any transaction in which the Registrant was engaged or proposed to engage, or
the type of audit opinion that might be rendered on the Registrant's financial
statements.  The decision to engage M.R. Weiser was approved by the Registrant's
Board of Directors on January 19, 1998.

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                                      SIGNATURES


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

                                   DEOTEXIS, INC.



DATE:  February 5, 1998            By:  /s/Gerold Tebbe                  
                                       ----------------------------------
                                        Gerold Tebbe, President,
                                        Chief Executive Officer, 
                                        Secretary and Treasurer






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                                    EXHIBIT INDEX


                                                                 PAGE
                                                                 ----
Exhibit 16     Letter of Mayer Rispler & Company, P.C.,            5
               Certified Public Accountants dated 
               February 5, 1998, to Deotexis, Inc.




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                                                                    EXHIBIT 16



                          MAYER RISPLER & COMPANY, P.C.
                           Certified Public Accountants

Mayer Rispler, C.P.A.                                  18 Heyward Street
Michael Friedman, C.P.A.                               Brooklyn, New York 11211
                                                       (718) 852-9200
                                                       Fax (718) 596-3968

February 5, 1998

We were the Independent Certified Public Accountants for Deotexis, Inc. 
(f/k/a Zeron Acquisitions II, Inc.)( the "Company"), for the year ended 
December 31, 1996.

We hereby confirm to you that, for the period ended December 31, 1996, our 
report on the financial statements of the Company for the period then ended 
did not contain an adverse opinion or disclaimer of opinion, and such report 
was not qualified or modified as to uncertainty, audit scope, or accounting 
principles.

In addition, we further confirm to you that, in connection with our audit of 
the Company for the fiscal year ending December 31, 1996, and for the interim 
period through January 21, 1998, there have been no disagreements between us 
and the Company with respect to any matters of acounting principles or 
practices, financial statement disclosure, or auditing scope or procedure.

Very truly yours,



Mayer Rispler & Company, P.C.
Certified Public Accountants





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