UNITED STATES
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): March 28, 2000
NEWSTATE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-21907 84-1182875
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(State or other (Commission File (IRS Employer
jurisdiction of incorporation) Number) Identification Number)
156 W. 56th Street, Suite 2005, New York, NY 10001
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 245-5801
Racom Systems, Inc.
16 W. 32nd Street, Suite 801, New York, New York 10001
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
The registrant, NewState Holdings, Inc. ("Registrant"), has dismissed its
independent auditors, Arthur Anderson LLP, effective March 23, 2000. On that
date the Registrant appointed Young Wha Corporation ("Young Wha"), the Ernst &
Young International member firm in Korea, as independent auditors. These actions
were approved by the Registrant's Board of Directors on March 23, 2000. The
dismissal resulted from a mutual agreement between Arthur Anderson LLP and the
Registrant.
The selection of Young Wha was approved by the Registrant after an extensive
evaluation process initiated by the Board of Directors. The Registrant has not
sought the advice of Young Wha on specific audit or accounting issues relating
to its financial statements prior to engagement of that firm.
The report of Arthur Anderson LLP on the Registrant's financial statements for
the years ended December 31, 1998 and 1997 were modified due to substantial
doubt about the Registrant's ability to continue as a going concern.
In connection with the audits of the Registrant's financial statements for the
two most recent fiscal years and through March 28, 2000, there have been no
disagreements with Arthur Anderson LLP on any matters of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which if not resolved to the satisfaction of Arthur Anderson LLP, would have
caused them to make reference thereto in their report on the Registrant's
financial statements for such years.
Arthur Anderson LLP has stated in its attached letter addressed to the SEC its
concurrence with the foregoing statements in this paragraph.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
c. Exhibits:
Exhibits Title
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16 Letter dated re: Change in Certifying Accountant
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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.
NEWSTATE HOLDINGS, INC.
Dated: March 28, 2000 By: ALEXANDER T. SHANG
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Alexander T. Shang, Treasurer
and Chief Financial Officer
ARTHUR ANDERSEN
March 28, 2000
Office of the Chief Accountant ARTHUR ANDERSEN LLP
Securities and Exchange Commission Suite 3100
450 Fifth Street, N.W. 1225 17th Street
Washington, D.C. 20549 Denver, CO 80202-5631
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K dated March 28, 2000, of Newstate
Holdings, Inc., to be filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
