SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 22, 1998
TITAN MOTORCYCLE CO. OF AMERICA
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(Exact name of registrant as specified in its charter)
Nevada 86-0776876
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(State or other jurisdiction (I.R.S. Employer
or incorporation) Identification No.)
0-24477
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(Commission File Number)
2222 West Peoria Avenue
Phoenix, Arizona 85029
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (602) 861-6977
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ITEM 4. Changes in Registrant's Certifying Accountant.
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Effective December 28, 1998 the registrant dismissed Jones, Jensen &
Company (herein referred to as the "former accountants") as the independent
accountants who are engaged to audit the registrant's financial statements. This
decision to change accountants was not based upon any disagreement with the
former accountants.
The former accountants' report on the financial statements of the
registrant for either of the past two years has not contained an adverse opinion
or a disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the registrant's two most recent fiscal years, and any
subsequent interim period preceding the dismissal of the former accountants,
there have been no disagreements with the former accountants on any matter of
accounting principles or practices, or financial statement disclosure, which
disagreements, if not resolved to the satisfaction of the former accountants,
would have caused them to make references to the subject matter of the
disagreements in connection with their report.
Further, during the registrant's two most recent fiscal years, and any
subsequent interim period preceding the dismissal of the former accountants, the
former accountants have not advised the registrant (a) that the internal
controls necessary for the registrant to develop reliable financial statements
do not exist; (b) that information has come to the accountants' attention that
has led 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; (c) or the need to expand significantly the scope of
their audit; (d) that information has come to the former accountants' attention
that, if further investigated, may materially impact the fairness or reliability
of either a previously issued audit report or the underlying financial
statements issued or to be issued covering the fiscal period subsequent to the
date of the most recent financial statements covered by an audit report
(including information that may prevent them from rendering an unqualified audit
report on those financial statements), or cause them to be unwilling to rely on
management's representations or be associated with the registrant's financial
statements; or (e) that information has come to the former accountants'
attention that they have 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 periods subsequent to the date of the most recent financial
statements covered by an audit report (including information that, unless
resolved to the former accountants' satisfaction, would prevent them from
rendering an unqualified audit report on those financial statements).
The registrant has requested that the former accountants furnish the
registrant with a letter stating whether they agree with the statements made in
this Item 4 disclosure. A copy of the letter of the former accountants will be
filed under Form 8 within 10 business days after the filing of this report.
The registrant has engaged as its new independent accountants, the firm
of Price Waterhouse Coopers. The effective date of the engagement of Price
Waterhouse Coopers is December 22, 1998.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed in its behalf by
the undersigned hereunto duly authorized.
DATED this 28th day of December, 1998.
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TITAN MOTORCYCLE CO. OF AMERICA
By /s/ Francis S. Keery
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Francis S. Keery
Chief Financial Officer