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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
June 28, 1999
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Date of Report
(Date of Earliest Event Reported)
LUCAS EDUCATIONAL SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-24374 62-1690722
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(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
P. O. Box 789
Templeton, California 93465
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(Address of Principal Executive Offices)
(805) 434-3982
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Registrant's Telephone Number
N/A
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(Former Name and Address of Principal Executive Offices)
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Item 1. Changes in Control of Registrant.
None; not applicable.
Item 2. Acquisition or Disposition of Assets.
None; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Jones, Jensen & Company, LLC, Certified Public Accountants, of Salt
Lake City, Utah, audited the financial statements of the Registrant for the
fiscal year ended March 31, 1998; these financial statements accompanied the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended March 31,
1998, which was previously filed with the Securities and Exchange Commission,
and which is incorporated herein by reference.
Tanner & Co., Certified Public Accountants of Salt Lake City, Utah,
were engaged on June 28, 1999, by the Board of Directors of the Registrant to
audit the financial statements of the Registrant for the fiscal year ended
March 31, 1999.
There were no disagreements between the Registrant and Jones,
Jensen & Company, whether resolved or not resolved, on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved, would have caused them to make
reference to the subject matter of the disagreement in connection with their
reports.
The reports of Jones, Jensen & Company did not contain any adverse
opinion or disclaimer of opinion, and with the exception of a standard "going
concern" qualification because of the lack of material operations of the
Registrant on the date of the above-referenced Annual Report on Form 10-KSB,
were not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Registrant's three most recent fiscal years, and since
then, neither Jones, Jensen & Company nor Tanner & Co., has advised the
Registrant that any of the following exists or is applicable:
(1) That the internal controls necessary for the Registrant to
develop reliable financial statements do not exist, that
information has come to their attention that has lead them
to no longer be able to rely on management's
representations, or that has made them unwilling to be
associated with the financial statements prepared by
management;
(2) That the Registrant needs to expand significantly the scope
of its audit, or that information has come to their
attention that if further investigated may materially impact
the fairness or reliability of a previously issued audit
report or the underlying financial statements or any other
financial presentation, or cause them to be unwilling to
rely on management's representations or be associated with
the Registrant's financial statements for the foregoing
reasons or any other reason; or
(3) That they have advised the Registrant that information has
come to their attention that they have concluded materially
impacts the fairness or reliability of either a previously
issued audit report or the underlying financial statements
for the foregoing reasons or any other reason.
During the Registrant's three most recent fiscal years and since
then, the Registrant has not consulted Tanner & Co., Inc. regarding the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Registrant's financial statements or any other financial presentation
whatsoever.
The Registrant has provided Jones, Jensen & Company with a copy of
the disclosure provided under this caption of this Report, and has advised it
to provide the Registrant with a letter addressed to the Securities and
Exchange Commission as to whether it agrees or disagrees with the disclosures
made herein. A copy of its response is attached hereto and incorporated
herein by this reference. See Item 7 of this Report.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Registrant's Directors.
None; not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements
None; not applicable.
(b) Exhibits
13 Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1998*
16 Letter regarding change in certifying accountants
* Incorporated herein by reference.
Item 8. Change in Fiscal Year.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
LUCAS EDUCATIONAL SYSTEMS, INC.
Date: 7/13/99 By:/s/Jerry R. Lucas
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Jerry R. Lucas
President and Director
Jones, Jensen & Company [letterhead]
July 21, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Lucas Educational Systems, Inc., a Delaware corporation
Commission File No. 0-24374
Ladies and Gentlemen:
We were previously the independent accountants for the Company and on August
4, 1998 we reported on the financial statements of the Company for the fiscal
year ended March 31, 1998. On June 28, 1999 we were dismissed as the
independent accountants of Lucas Educational Systems, Inc.
We have read the Company's statements included under Item 4 of its Current
Report on Form 8-K dated June 28, 1999 and have no disagreements with the
disclosure made therein.
Very truly yours,
/s/Jones Jensen & Company
Jones, Jensen & Company
