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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 28, 2000
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
July 28, 1999 is filed as Exhibit 16 to the Company's Form 8-K/A.
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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: February 28, 2000 /s/ Peter Van Brunt,
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Peter Van Brunt,
President, Principal Executive Officer, Director
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H&B LOGO HARLAN & BOETTGER, LLP
Certified Public Accountants
James C. Harlan III
William C. Boettger
P. Robert Wilkinson
Marshall J. Varano
July 28, 1999
Office of Chief Accountant
SECPS Letter File
Securities and Exchange Commissioin
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We were the previous principal accountants for BAOA, Inc. (Registrant). On April
9, 1998, we reported on the financial statements of BAOA, Inc. as of and for the
years ended December 31, 1997 and 1996.
On May 3, 1999, we notified the Company that we would no longer be serving as
BAOA, Inc.'s principal accountant. There have been no disagreements concerning
accounting principals or disclosures. We have read item 4 of the Registrant's
Form 8-K and agree with the content.
Very truly yours,
\s\ Harlan & Boettger, LLP
Harlan & Boettger, LLP
H&B/sms
cc: BAOA, Inc.
5415 Oberlin Drive San Diego, California 92121
Telephone (619) 535-2000 Facsimile (619) 535-2015
