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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 3, 1995
GOOD IDEAS ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-12722 75-2206675
(Commission File Number) (I.R.S. Employee
Identification No.)
10410 Trademark Street, Rancho Cucamonga, California 91730
(Address of Principal Executive Offices) (Zip Code)
(909) 466-8378
(Registrant's Telephone Number, Including Area Code)
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INFORMATION TO BE INCLUDED IN REPORT
The Registrant Good Ideas Enterprises, Inc. is referred to herein as
"Good Ideas." U.S. Alcohol Testing of America, Inc. ("USAT"), the majority
stockholder of Good Ideas, with 60.8% of the outstanding shares of common stock
as of July 31, 1996, has filed a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, to register shares of the common stock of
USAT to be issued to the minority stockholders of Good Ideas upon the
consummation of a merger of a newly formed wholly-owned subsidiary of USAT with
and in to Good Ideas.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On November 3, 1995, Good Ideas named Ernst & Young LLP ("E&Y") as
its new independent auditors for fiscal 1996 instead of Wolinetz, Gottlieb &
Lafazan, P.C. ("Wolinetz"), which firm had served as Good Ideas' independent
auditors since Good Ideas was acquired by USAT. The USAT Board of Directors,
which authorized the change on November 1, 1995, indicated that, in making the
similar replacement for USAT, the directors were not acting because of any
criticism of, or dispute with, Wolinetz, but because they concluded that, at
this stage of development for USAT and its subsidiaries, including Good Ideas,
the selection of a national firm like E&Y was in everyone's best interests.
Because of USAT's stock ownership, the Good Ideas Board on the same dates
concluded that it was not advisable for Good Ideas to have separate auditors
from USAT.
The reports of Wolinetz on the financial statements of Good Ideas for
fiscal 1994 and fiscal 1995 did not contain an adverse opinion or a disclaimer
of opinion, nor was either report qualified as to uncertainty, audit scope or
accounting principles. There had been no disagreements between Good Ideas and
Wolinetz in fiscal 1994 and fiscal 1995 and any subsequent interim period
preceding the engagement of E&Y as the principal auditors on any matter of
accounting principles or practice, financial statement disclosure, auditing
scope or procedures.
Wolinetz is filing a letter to the Commission stating that it agrees
with the above statements.
Good Ideas did not consult E&Y, prior to its engagement, regarding the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
Good Ideas's financial statements. Nor was a written report or oral advice
provided to Good Ideas that E&Y concluded was an important factor considered
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by Good Ideas in reaching a decision to an accounting, auditing or financial
reporting issue.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Number Exhibit
- ------ -------
A Copy of press release dated November 3, 1995 from
USAT. (1)
B Letter dated September 12, 1996 from Wolinetz,
Gottlieb & Lafazan, P.C. to the Securities and
Exchange Commission.
- --------------------
1. Filed as an exhibit to U.S. Alcohol Testing of America,
Inc.'s Form 8-K/A, File No. 33-90034, and incorporated
herein by this reference.
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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.
Good Ideas Enterprises, Inc.
-----------------------------
(Registrant)
Date September 17, 1996 By: /s/ Robert M. Stutman
-- ---------------------
Robert M. Stutman
Chairman
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EXHIBIT INDEX
-------------
Number Exhibit
- ------ -------
A Copy of press release dated November 3, 1995 from
USAT. (1)
B Letter dated September 12, 1996 from Wolinetz,
Gottlieb & Lafazan, P.C. to the Securities and
Exchange Commission.
- --------------------
1. Filed as an exhibit to U.S. Alcohol Testing of America,
Inc.'s Form 8-K/A, File No. 33-90034, and incorporated
herein by this reference.
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[LETTERHEAD: WOLINETZ, GOTTLIEB & LAFAZAN, P.C.]
September 12, 1996
Securities and Exchange Commission
450 fifth Street, N.W.
Washington, D.C. 20549
Re: Good Ideas Enterprises Inc.
Report on Form 8-K as of
November 3, 1995
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Gentlemen:
We have read Item 4 included in the attached Form 8-K November 3, 1995 of Good
Ideas Enterprises Inc. as filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein.
Very truly yours,
/s/ WOLINETZ, GOTTLIEB & LAFAZAN,P.C.
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WOLINETZ, GOTTLIEB & LAFAZAN,P.C.
