UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported) August 27, 2001
Commission File Number 000-28555
VOLT INC.
NEVADA 86-0960464
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5009 Indian Gluch Road, Catheys Valley CA 95306 95306
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(Address of Principal Executive Offices) (Zip Code)
209-374-3485
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(Registrant's Telephone Number, Including Area Code)
DEERBROOK PUBLISHING GROUP, INC.,
12919 S.W. Freeway, Suite 170, Stafford, Texas
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
Not Applicable
Item 2. Acquisition or Disposition of Assets.
Not Applicable
Item 3. Bankruptcy or Receivership.
Not Applicable
Item 4. Changes in Registrant's Certified Public Accountant.
On August 27, 2001, the board of directors of the registrant voted to
dismiss the registrant's independent auditors, Semple & Cooper, LLP, 2700 North
Central Avenue Ninth Floor, Phoenix, Arizona 85004. The reason for the discharge
was that the registrant had moved its principal executive offices from the State
of Arizona where its former auditors are located and currently conducts no
business in the State of Arizona, the registrant has hired a new chief financial
officer who is located in New Jersey, and the registrant desired to employ
independent auditors with offices closer in proximity to its new chief financial
officer.
The former auditor's report on the registrant's financial statements
for all periods for which they were engaged did not contain an adverse opinion
or a disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope, or accounting principles.
There were no disagreements with the former auditor on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope of procedure during the registrant's two most recent fiscal years and any
subsequent interim period preceding the dismissal of the registrant's former
auditors.
During the registrant's two most recent fiscal years and any subsequent
interim period preceding the former auditor's dismissal, the former auditor did
not:
a. advise the registrant that the internal controls necessary for the
registrant to develop reliable financial statements do not exist;
b. advise the registrant that information had come to its
attention that led the it to no longer be able to rely on management's
representations, or that made it unwilling to be associated with the financial
statements prepared by management;
c. advise the registrant of the need to expand significantly the scope
of its audit, or that information had come to it during any time period that if
further investigated may (i) materially impact the fairness or reliability of
either: a previously issued audit report or the underlying financial statements;
or the financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements covered by an
audit report (including information that may prevent it from rendering an
unqualified audit report on those financial statements), or (ii) cause it to be
unwilling to rely on management's representations or be associated with the
registrant's financial statements;
d. advise the registrant that information has come to its attention
that it has concluded materially impacts the fairness or reliability of either
(i) a previously issued audit report or the underlying financial statements, or
(ii) the financial statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent financial statements covered
by an audit report (including information that, unless resolved to the
accountant's satisfaction, would prevent it from rendering an unqualified audit
report on those financial statements)
Attached as Exhibit One is a letter from the registrant to its former
auditors transmitting this report in its entirety requesting the former auditors
to furnish the registrant with a letter addressed to the Securities Exchange
Commission stating whether the former auditor agrees with the statements made by
the registrant in this report and, if not, stating the respects in which it does
not agree.
On August 27, 2001, the registrant's board of directors voted to engage
Bagell, Josephs and Company, LLC, Certified Public Accountants, of High Ridge
Commons Suites 400-403, 200 Haddonfield Berlin Road, Gibbsboro, NJ 08026 as its
new independent auditor. The registrant has never consulted the newly engaged
independent auditor on any matter prior to their engagement.
Item 5. Other Events and Regulation FD Disclosure.
Not Applicable
Item 6. Resignations of Registrant's Directors.
Not Applicable
Item 7. Financial Statements and Exhibits.
INDEX TO EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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16 Letter of Semple & Cooper, L.L.P. regarding change in
certifying accountants
Item 8. Change in Fiscal Year.
Not Applicable
Item 9. Regulation FD Disclosure.
Not Applicable
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 thereunto authorized.
Date: September 24, 2001 VOLT INC.
By: _______________________
Denis C. Tseklenis, President
and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
16.1 Letter from Semple & Cooper, L.L.P.
EXHIBIT 16.1 - LETTER FROM SEMPLE & COOPER, L.L.P.
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K for VOLT, INC.
dated August 27, 2001.
/s/ Semple & Cooper, LLP
Phoenix, Arizona
September 10, 2001