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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
July 14, 1999
Commission File Number 0-25416
BAOA, INC.
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(Name of Small Business Issuer in Its Charter)
CALIFORNIA 33-0563989
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(State of Incorporation) (I.R.S. Employer Identification No.)
2635 Camino Del Rio South, Suite 210, San Diego, California 92108
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(Address of Principal Executive Offices) (Zip Code)
(619) 291-2262
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(Registrant's telephone number, including area code)
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ITEM 1 CHANGES IN CONTROL OF REGISTRANT.
None
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS.
None
ITEM 3 BANKRUPTCY OR RECEIVERSHIP.
None
ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 5, 1999, the Board of Directors approved the engagement of S.W.
Hatfield, Certified Public Accountants to perform the audit of the
Company's financial statements for the year ended December 31, 1998.
The Company's previous auditors, Harlan & Boettger, LLP decided to
discontinue providing their services to the Company on May 3, 1999.
During the two most recent years ended December 31, 1996 and 1997, there
have been no disagreements with Harlan & Boettger, LLP on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure or any reportable events.
The audit report of Harlan & Boettger, LLP on the financial statements
for the two years ended December 31, 1996 and 1997 contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to
audit scope or accounting principles. However, the audit report was
modified to include a statement concerning doubts about the Company's
ability to continue as a going concern.
The Company has requested that Harlan & Boettger, LLP furnish it with a
letter addressed to the SEC stating whether it agrees with the above
statements. A copy of Harlan & Boettger, LLP's letter to the SEC dated
May 3, 1999, is filed as Exhibit 16 to the Company's Form 8-K.
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ITEM 5 OTHER EVENTS.
None
ITEM 6 RESIGNATIONS OF REGISTRANT'S DIRECTORS
None
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 16 Harlan & Boettger LLP's letter to the SEC
ITEM 8 CHANGE IN FISCAL YEAR
None
SIGNATURES
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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.
BAOA, INC.
Date: July 14, 1999 /s/ Peter Van Brunt
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Peter Van Brunt,
President, Principal Executive Officer, Director
Date: July 14, 1999 /s/ Steven R. Wright
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Steven R. Wright,
Treasurer, Principal Financial Officer, Director
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EXHIBIT 16
H&B HARLAN & BOETTGER, LLP
Certified Public Accountants
James C. Harlan III
William C. Boettger
P. Robert Wilkinson
Marshall J. Varano
May 3, 1999
BAOA, Inc.
2635 Camino del Rio South
Suite 210
San Diego, CA 92108
Effective May 3, 1999, we will cease our services as your accountants. We have
reached the decision reluctantly and after substantial deliberation because we
can not continue to provide your Company (Commission File Number 000-25416) with
the level of services that you require.
We wish to remind you that you have unpaid invoices totaling $7,500. We expect
payment in full of all these invoices immediately.
Subject to your making satisfactory arrangements for payment of your outstanding
invoices, we will cooperate with your new accountants. To facilitate that
process, please send us a letter authorizing us to make disclosures to your new
accountants. Without such a letter, we are ethically prohibited from
communicating with others regarding your company's affairs.
We look forward to helping you make a smooth transition with your new
accountants.
Very truly yours,
/s/ Harlan & Boettger, LLP
Harlan & Boettger, LLP
cc: Securities and Exchange Commission Mail Stop 9-5
450 Fifth Street, N.W. Washington, D.C. 20549
5415 Oberlin Drive San Diego, California 92121
Telephone (619) 535-2000 Facsimile (619) 535-2015
