Form 8-K for TS&B Holdings
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 7, 2003
TS&B HOLDINGS INC.
Exact Name of Registrant Specified in Charter
_ _Florida 333-74970 30-0123229
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7380 Sand Lake Rd. Suite 500. Orlando, Florida 32819
(Address of Principal Executive Offices) (Zip Code)
(407)-649-8325
Registrant's telephone number, including area code:
(Former Name or Former Address, if Changed Since Last Report)
TS&B HOLDINGS INC.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On November 3, 2003, B2d semago CPAs resigned as the independent
accountants of TS&B Holdings Inc as a result of the firm discontinuing it's SEC
practice.
(ii) The Board of Directors approved the decision to change independent
accountants.
(iii) The report of B2d semago CPAs on the financial statements for the
two fiscal years ended June 30, 2003 of the Company contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
(iv) In connection with its audits for the two fiscal years ended June
30, 2002, there were no disagreements with B2d semago CPAs on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
B2d semago CPAs would have caused B2d semago CPAs to make reference thereto in
their report on the financial statements for such years.
(v) During the two recent fiscal years ended June 30, 2003 there were no
reportable events as that term is defined in Item 304(a)(l)(v) of Regulation
S-X.
(vi) B2d semago CPAs has furnished, a letter addressed to the Company
stating that B2d semago CPAs agrees with subparagraphs (a)(ii), (iv) and (v)
above. A copy of such letter, November 3. 2003, is filed as Exhibit 16 of this
Form 8-K.
(b) New independent accountants
On November 7, 2003, the Company engaged Baumann, Raymondo & Company PA as its
new principal independent accountant. The engagement was approved by the Board
of Directors on November 7, 2003.
(i) The Company has not consulted with Baumann, Raymondo & Company PA on
the application of any accounting principles or proposed transactions, the type
of audit opinion that might be given, any matter that was either the subject of
a disagreement, as that term is defined in Item 304(a)(l)(iv) of Regulation S-K,
or a reportable event, as that term is defined in Item 304(a)(l)(v) of
Regulation S-K, at any time before being named as independent accountants.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
16 Letter regarding change in Certifying Accountant
SIGNATURE
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.
By: /s/ Charles Giannetto
Charles Giannetto
Chief Financial Officer
November 7, 2003
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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16 Letter regarding change in Certifying Accountant