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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
Date of Report (Date of earliest event reported) December 17, 1999
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BOYDS WHEELS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
California
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(State or Other Jurisdiction of Incorporation)
0-26738 93-1000272
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(Commission File Number) (IRS Employer Identification No.)
7341 Anaconda Avenue, Garden Grove, California 92841
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(Address of Principal Executive Offices) (Zip Code)
(714) 373-2837
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Registrant's Telephone Number, Including Area Code
15801 Rockfield #B, Irvine, California 92618
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Prior to the closing of the registrant's bankruptcy filing, the registrant's
independent accountant was Squar, Milner & Reehl LLP. In April 1999, pursuant
to the bankruptcy plan, the registrant issued new common stock to Automotive
Performance Group, Inc. (APG) such that APG held 80% of the registrant's
common stock.
(a) Previous Principal Independent Accountant.
(i) Subsequent to APG's assuming control of the registrant, the former
accountant was dismissed on December 17, 1999. This action was taken as part
of APG's plan to consolidate all audits of APG and its subsidiaries under one
independent accountant. The purpose of this action is to increase efficiency
of the audits.
(ii) No reports issued by Squar, Milner & Reehl LLP related to the
registrant contained an adverse opinion or disclaimer of opinion, nor was any
report qualified or modified as to uncertainty, audit scope, or accounting
principles.
(iii) The decision to change accountants was recommended and approved by
the board of directors. This change of accountants was made in accordance
with the routine operating procedures of the registrant's majority stockholder,
APG, as discussed in (i), above.
(iv) There were no disagreements with Squar, Milner & Reehl LLP on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure.
(v) Squar, Milner & Reehl LLP did not advise the registrant of any
reportable events as defined in Regulation S-B, Item 304 (a) (1) (iv) (B).
(b) New Principal Independent Accountant.
On December 17, 1999, Grant Thornton LLP was engaged by the registrant as its
new principal independent accountant to audit its financial statements.
Neither the registrant nor anyone on its behalf consulted Grant Thornton LLP
regarding the application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be rendered
on the registrant's financial statements, within the meaning of Regulation S-B,
Item 304 (a) (2).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired:
None.
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(b) Pro forma financial information:
None.
(c) Exhibits:
16 Letter on change in certifying accountant.
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.
BOYDS WHEELS, INC.
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(Registrant)
Date: February 28, 2000 By: /s/ Carl Walker
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Carl Walker
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Title
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16 Letter On Change In Certifying Accountant
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[Squar, Milner, Reehl & Williamson, LLP letterhead]
January 31, 2000
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Boyds Wheels, Inc.; Commission File Number 0-26738
Dear Commissioners:
We have read the statements made by Boyds Wheels, Inc. (the "Company") included
in Form 8-K (copy attached), which we understand will be filed with the
Commission pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K
report. Except as discussed below, we agree with the statements concerning
our Firm in such Form 8-K.
With respect to Item 4 (a) (v), since we were not engaged to conduct any
audits of the Company's financial statements, we have no basis on which to
state whether there were any reportable events as defined in Regulation S-B,
Item 304 (a) (1) (iv) (B).
Regarding Items 4 (a) (ii) and (iv), it is noted that we did not issue any
audit reports on the Company's financial statements, or any other reports
(other than as related to certain non-audit services during the Company's
bankruptcy) regarding the Company. Hence, such items are not applicable.
Sincerely,
SQUAR, MILNER, REEHL & WILLIAMSON, LLP
/s/ Squar Milner Reehl & Williamson, LLP
