Business Context and Reporting Period
This Form 8-K was filed by Temporary Financial Services, Inc. (TFS) on January 3, 2005. The report addresses a change in the company's independent public accountant in connection with a non-binding letter of intent for a reverse acquisition with Toolbuilders Laboratories, Inc., previously reported on December 21, 2004.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the administrative change of the certifying public accountant.
Material Changes
- Accountant Change: TFS dismissed its former independent accountant, LeMaster & Daniels, PLLC, and engaged DeCoria, Maichel & Teague, P.S., effective January 3, 2005.
- Reason for Change: The Board of Directors approved the change to align with Toolbuilders Laboratories, Inc.'s preferred accounting firm, anticipating cost savings in accounting fees and management time should the reverse acquisition proceed.
- Consultation History: TFS had not consulted with the new accountant on any matters prior to the engagement date.
Outlook, Risks, and Management Commentary
Management indicated that the new accountant is expected to rely on the audit opinion of the former accountant for the financial statements as of December 31, 2003, and for the year then ended, in connection with the upcoming Form 10-KSB for the year ended December 31, 2004. TFS will request additional services from the former accountant to facilitate this reliance.
Risks and Contingencies: The filing notes that the former accountant's reports for 2002 and 2003 contained no adverse opinions, disclaimers, or qualifications. There were no disagreements between TFS and the former accountant regarding accounting principles, practices, or auditing scope during the two most recent fiscal years or subsequent interim periods.
Investor Verification Checklist
- Verify the status of the non-binding letter of intent with Toolbuilders Laboratories, Inc. to determine if the reverse acquisition will proceed.
- Review the attached exhibit containing the former accountant's response to the disclosures regarding the dismissal.
- Monitor the upcoming Form 10-KSB for the year ended December 31, 2004, to confirm the new accountant's reliance on prior audit opinions.
- Confirm that no undisclosed disagreements existed with the former accountant regarding financial statement disclosures.