UNITED PAYPHONE SERVICES INC
8-K, 1996-09-18
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                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):  July 23, 1996



                  UNITED PAYPHONE SERVICES, INC.
(Exact name of small business issuer as specified in its charter)


      Nevada                                0-24138           88-0232816
(State or other               (Commission File Number)      (I.R.S. Employer
jurisdiction of                                            Identification No.)
incorporation or organization)


          1725 West Third Street, Tempe, Arizona 85281
             (Address of Principal Executive Offices)


Registrant's telephone number, including area code:  (602) 829-8777


                              N/A
          (Former Address, if Changed Since Last Report)





<PAGE>


Item 4.  Change in Registrant's Certifying Accountant

     On July 23, 1996,  United  Payphone  Services,  Inc.  (the  "Company")  was
notified  that  Crouch,  Bierwolf  &  Chisholm,   Certified  Public  Accountants
(formerly  Crouch,  Bierwolf  &  Call)  resigned  as the  Company's  independent
auditor.  Effective such date the Company engaged Wisan Smith Racker & Prescott,
Salt Lake City,  Utah, as its  independent  auditor of the  Company's  financial
statements for the year ended June 30, 1996. This resignation was due to Crouch,
Bierwolf &  Chisholm's  internal  review  wherein they deemed  themselves  to be
non-independent  for purposes of any future audit  engagements.  The resignation
did not  involve  a  dispute  with  the  Company  over  accounting  policies  or
practices.  The report of Crouch, Bierwolf & Chisholm for either of the past two
years did not contain an adverse  opinion or disclaimer  of opinion,  nor was it
modified as to uncertainty, audit scope, or accounting principals. In connection
with the audits of the Company's financial  statements for each of the two years
ended  June 30,  1995,  there  were no  disagreements  with  Crouch,  Bierwolf &
Chisholm  on any  matters of  accounting  principles  and  practices,  financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the  satisfaction of Crouch,  Bierwolf & Chisholm would have caused such firm to
make reference to the matter in their report. The decision to change accountants
was approved by the board of directors.

Item 7.  Exhibits.

     The  exhibits set forth in the  following  index of exhibits are filed as a
part of this current report.

     Exhibit No.    Description of Exhibit                            Page

     16.1      Letter of Crouch, Bierwolf & Chisholm                  3

                            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.

                                   United Payphone Services, Inc.




Date:  August 12, 1996                       By
                           Todd D. Chisholm, Director


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