UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 23, 2000
Wasatch Interactive Learning Corporation
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(Exact name of registrant as specified in its charter)
Washington 000-23180 911253514
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(State or Other Jurisdiction (Commission File Number) (IRS Employer Ident. No.)
of Incorporation)
5250 South Commerce Drive, Suite 101, Salt Lake City, Utah 84107
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(Address of Principal Executive Offices) (Zip Code)
(801) 261-1001
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Registrant's telephone number, including area code
N/A
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Former Name, if Changed Since Last Report
N/A
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Former Address, if Changed Since Last Report
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Item 4. Changes in Registrant's Certifying Accountants
(a) Effective March 23, 2000, Tanner & Co. has been engaged as the
Registrant's independent accountants for the fiscal year ended February 29,
2000. The change in the independent accountants was made because the
Registrant's Board of Directors had a prior relationship established with Tanner
& Co. and also wanted an independent accounting firm located in close proximity
to its principal business office location in Salt Lake City, Utah. The change in
the independent accountants has been approved by Registrant's Board of
Directors.
(b) Upon the engagement of Tanner & Co., the Registrant dismissed David
M. Winings, CPA (the "Former Accountants"), its independent accountant for the
fiscal year ended April 30, 1999 ("Fiscal 1999").
(c) For the audit of the financial statements of Registrant for Fiscal
1999, and the Cumulative Period, there were no disagreements on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which if not satisfactorily resolved would have caused the
Former Accountants to make reference to such matter in its report. Through March
23, 2000, there were no disagreements on any matter of accounting financial
statement disclosure, or auditing scope or procedure with the Former
Accountants. The Former Accountants' report for Fiscal 1999 and the Cumulative
Period contained a modified opinion with an explanatory paragraph stating that
the financial statements have been prepared on a going concern basis. As
discussed in Note 8 to the financial statements, the Company has incurred
substantial losses, has liabilities in excess of assets and has a stockholders'
deficit. The Company has not yet established profitable operations, raising
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note. 8. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(16) Former Accountants' Letter re Change in Certifying Accountant.
Item 8. Change in Fiscal Year.
On March 23, 2000, the Board of Directors changed the Company's fiscal
year end from April 30th to February 28th. The transition period will be
reported on the Company's Annual Report on Form 10-KSB for the year ended
February 29, 2000.
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SIGNATURE
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 thereunto duly authorized.
WASATCH INTERACTIVE
LEARNING CORPORATION
(Registrant)
Date: March 23, 2000 By: /s/ Barbara Morris
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Barbara Morris, President
David M. Winings
Certified Public Accountant
75-140 St. Charles Place, Suite B
Palm Desert, CA 92211
(760) 341-5450
(760) 341-5449 fax
March 23, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
I have read A.G. Holdings, Inc.'s statements pertaining to my firm included
under Item 4 of Form 8-K dated March 23, 2000 and agree with such statements as
they pertain to my firm. I have no basis to agree or disagree with other
statements of the registrant contained therein.
Very truly yours,
/s/ David Winings
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David M. Winings, CPA
