FORM 8-K
Securities and Exchange Commission
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) 1/2/97
US LAN SYSTEMS CORPORATION
(Exact Name of Registrant as specified in its Charter)
0-22476
Virginia 1-12678 54-1460727
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(State or other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
501 Church Street NE, Suite 200, Vienna, Virginia 22180
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: 703-242-0402
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Item 4. Changes in Registrant's Certifying Accountant
(a) The independent auditor for U.S. LAN Systems Corporation (the
"Company"), BDO Seidman, LLP ("BDO") resigned as the Company's independent
auditors on January 2, 1997 effective December 31, 1996 due to non-payment of
professional fees. BDO's reports on the financial statements for the years ended
June 30, 1994 and June 30, 1993, respectively, did not contain an adverse
opinion or disclaimer of opinion, and were not modified as to audit scope, or
accounting principles. However, BDO included an explanatory paragraph in its
opinion on the 1994 and 1993 financial statements related to the substantial
doubt about the Company's ability to continue as a going concern. BDO has not
issued reports for the years ended June 30, 1995 and June 30, 1996,
respectively, because it has not completed an audit of the 1995 financial
statements nor begun an audit of the 1996 financial statements. Also, the
Company has not filed its Annual Report on Form 10-KSB for these periods.
At this time, management is not aware of any disagreements with BDO on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to BDO's
satisfaction, would have caused BDO to make reference to the subject matter of
the disagreement in connection with its reports.
The Company has requested that BDO furnish the Company with a letter
addressed to the SEC stating whether or not BDO agrees with the above
statements. A copy of such letter is filed as an exhibit to this Current Report
on Form 8-K.
(b) The Company is in the process of selecting other accountants who
are competent to handle the Company's needs and who have expertise in the
accounting issues affecting the Company.
Item 7. Exhibits.
16.01 Letter from BDO Seidman, LLP to the Securities and
Exchange Commission dated January 14, 1997.
<PAGE>
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.
Date: January 14, 1997 U.S. LAN SYSTEMS CORPORATION
By: /s/ Nuhad Karaki
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Nuhad Karaki
Chief Executive Officer
IBDO BDO Seldman, LLP 1129 20th Street, N.W., Suite 500
- - ---- Accountants and Consultants Washington, D.C. 20036
Telephone: (202)496-1700
Fax: (202)496-1717
January 14, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20545
RE: U.S. LAN Systems Corporation
Commission File No. 0-22476
Gentlemen:
We have read, and agree with, the description of the lack of disagreements and
other comments attributed to BDO Seidman, LLP set forth in Item 4 of Form 8-K
dated January 14, 1997 of U.S. LAN Systems Corporation.
Very truly yours,
/s/ BDO Seidman, LLP
