FULLER, TUBB, POMEROY & STOKES
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
201 ROBERT S. KERR AVE., SUITE 1000
OKLAHOMA CITY, OK 73102
G.M. FULLER (1920-1999) TELEPHONE: 405-235-2575
JERRY TUBB FACSIMILE: 405-232-8384
DAVID POMEROY
TERRY STOKES
---------
OF COUNSEL:
MICHEL A. BICKFORD THOMAS J. KENAN E-MAIL:
THOMAS J. KENAN kenan@ftpslaw.com
ROLAND TAGUE
DAN M. PETERS
March 8, 2004
Securities and Exchange Commission
Division of Corporation Finance
Pamela A. Long, Assistant Director
ATTENTION GEORGE F. OHSIEK, JR.
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Amendment 1 to Current Report on Form 8-K
Filed February 6, 2004
TS Electronics, Inc (formerly named "Softstone Inc.")
Commission File No. 0-29523
Dear Ms. Long:
As counsel to TS Electronics, Inc., I enclose Amendment No. 1 to its Form 8-K in
response to your comment letter dated February 26, 2004. The following responses
are made to your comments. The responses are keyed to your comments.
Form 8-K filed on February 6, 2004
----------------------------------------
Exhibit 16:
------------
The next-to-last paragraph of Item 4 has been revised, and Exhibit 16.2 is
filed with this amendment.
Engagement of new accountant:
--------------------------------
The last paragraph of Item 4 has been revised to include all of the
disclosures required by Item 304(a)(2) of Regulation S-B.
We are providing you three marked courtesy copies of the amended document.
Securities and Exchange Commission
March 8, 2004
Page 2
If there are questions or matters that could be resolved more effectively by
telephone, please call me at 405-235-2575. My fax number is 405-232-8384.
Sincerely,
/s/ Thomas J. Kenan
Thomas J. Kenan
Attachment
cc: Keith Boyd (w/enclosure)
Kabani & Co. (w/enclosure)
Evans, Gaither & Associates, PLLC (w/enclosure)
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 1 TO FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 4, 2004
T S Electronics, Inc.
(formerly known as Softstone Inc.)
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
000-29523
(Commission File Number)
73-1564807
(IRS Employer I.D. Number)
111 Hilltop Lane
Pottsboro, TX 75076
(903) 786-9618
(Address and telephone number of registrant's principal
executive offices and principal place of business)
Item 4. Changes in Registrant's Certifying Accountant.
------------------------------------------------------------
On February 4, 2004 Kabani & Company, Inc. of Fountain Valley, California,
the principal independent accountants of TS Electronics, Inc., formerly
Softstone Inc., resigned. Kabani & Company had been engaged as TS Electronics'
and previously Softstone's principal independent accountants since September 5,
2002, when it replaced Hogan & Slovacek of Oklahoma City and Tulsa as
Softstone's principal independent accountants. See Softstone's Form 8-K filed
with the Commission on September 11, 2002 (Commission File No. 000-29523).
The report of Kabani & Company on the financial statements of TS
Electronics for its fiscal year ended June 30, 2003 contained no adverse
opinions or disclaimers of opinion, and, other than raising substantial doubt
about TS Electronics' ability to continue as a going concern for the fiscal year
ended June 30, 2003, were not otherwise modified as to uncertainty, audit scope,
or accounting principles during the period of its engagement (September 5, 2002)
to February 4, 2004, the date of resignation. Similarly, the reports of Kabani
& Company and Hogan & Slovacek on the financial statements of Softstone
contained no adverse opinions or disclaimers of opinion, and, other than raising
substantial doubt about Softstone's ability to continue as a going concern for
each of the fiscal years ended June 30, 2002 and 2001, were not modified as to
uncertainty, audit scope, or accounting principles during such past two years or
the interim period to February 4, 2004, the date of resignation.
During the past two years or interim periods prior to February 4, 2004,
there were no disagreements between TS Electronics or Softstone and either
Kabani & Company or Hogan & Slovacek, whether or not resolved, on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Kabani & Company's or Hogan &
Slovacek's satisfaction, would have caused it to make reference to the subject
matter of the disagreements in connection with its reports.
TS Electronics provided Kabani & Company with a copy of the disclosures it
makes in this Form 8-K and requested Kabani & Company to furnish a letter
addressed to the Commission stating whether it agrees with the statements made
herein and, if not, stating the respects in which it does not agree. Such a
letter is filed as an exhibit to this Form 8-K.
On February 4 2004, TS Electronics engaged Evans, Gaither & Associates,
PLLC of Oklahoma City, Oklahoma as its new principal accountant to audit its
consolidated financial statements. TS Electronics did not consult the new
accountant regarding the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered on the issuer's financial statements.
Item 7. Financial Statements and Exhibits.
-----------------------------------------------
(a) Financial Statements.
----------------------
None
(b) Exhibits.
---------
Number Description
16 Letter of August 27, 2001 of Grant Thornton LLP agreeing with the
statements made in the Form 8-K filed on August 27, 2001 by Softstone
Inc., concerning Softstone's change of principal independent
accountants.*
16.1 Letter of September 9, 2002 of Hogan & Slovacek agreeing with the
statements made in the Form 8-K filed on September 11, 2002 by
Softstone Inc., concerning Softstone's change of principal independent
accountants.**
16.2 Letter of March 8, 2004 of Kabani & Company, Inc. agreeing with the
statements made in this Amendment No. 1 to Form 8-K by TS Electronics,
Inc., concerning TS Electronics' change of principal independent
accountants.
* Previously filed by Softstone Inc. on August 27, 2001, Commission File No.
000-19523, EDGAR Accession Number 0001060830-01-500091; incorporated herein
by reference.
** Previously filed by Softstone Inc. on September 11, 2002, Commission File
No. 000-19523, EDGAR Accession Number 0001060830-02-000155; incorporated
herein by reference.
SIGNATURES
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.
TS Electronics, Inc.
By:/s/ Keith P. Boyd
March 8, 2004 ------------------------------------------
Keith P. Boyd, President and Director
TS Electronics, Inc.
Commission File No. 000-29523
EXHIBITS TO
AMENDMENT NO. 1 TO FORM 8-K
CURRENT REPORT
Date of Report (date of earliest event reported): February 4, 2004
The following exhibits are filed with this Form 8-K:
Number Description
16 Letter of August 27, 2001 of Grant Thornton LLP agreeing with the
statements made in the Form 8-K filed on August 27, 2001 by Softstone
Inc., concerning Softstone's change of principal independent
accountants.*
16.1 Letter of September 9, 2002 of Hogan & Slovacek agreeing with the
statements made in the Form 8-K filed on September 11, 2002 by
Softstone Inc., concerning Softstone's change of principal independent
accountants.**
16.2 Letter of March 8, 2004 of Kabani & Company, Inc. agreeing with the
statements made in this Amendment No. 1 to Form 8-K by TS Electronics,
Inc., concerning TS Electronics' change of principal independent
accountants.
* Previously filed by Softstone Inc. on August 27, 2001, Commission File No.
000-19523, EDGAR Accession Number 0001060830-01-500091; incorporated herein
by reference.
** Previously filed by Softstone Inc. on September 11, 2002, Commission File
No. 000-19523, EDGAR Accession Number 0001060830-02-000155; incorporated
herein by reference.
KABANI & COMPANY, INC.
Certified Public Accountants
8700 Warner Avenue, Suite 200
Fountain Valley, California 92708
Telephone 714-849-1543
Fax 714-596-0303
e-mail: hamid@kabanico.com
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re: TS Electronics, Inc. (formerly Softstone Inc.)
SEC File No. 0-29523
Gentlemen:
We have read Item 4 of the Amendment No. 1 to Form 8-K of TS Electronics, Inc.
dated February 4, 2004 and agree with the statements concerning our Firm
contained therein.
Very truly yours,
/s/ Kabani & Company, Inc.
Kabani & Company, Inc.
Fountain Valley, California
March 8, 2004