UNITED STATES
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
March 1, 2003
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(Date of Report)
CT Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-18718 75-2432011
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8750 N Central Expressway, Suite 100, Dallas, Texas 75231
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(Address of principal executive offices)
(214) 520-9292
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report.)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountant:
(1) Effective March 1, 2003, King Griffin & Adamson P.C. merged with BDA&K
Business Services, Inc. and formed a new entity, KBA Group LLP. The
personnel that the Registrant has dealt with at King Griffin & Adamson
P.C. are now employees of KBA Group LLP. As a result of this merger,
on March 1, 2003, King Griffin & Adamson P.C. resigned to allow its
successor entity KBA Group LLP to be engaged as the Registrants
independent public accountants.
(2) The reports issued by King Griffin & Adamson P.C. on the financial
statements for the past two fiscal years of the Registrant did not
contain an adverse opinion nor a disclaimer of opinion, and were not
qualified or modified as to audit scope or accounting principles. The
report issued by King Griffin & Adamson P.C. on the financial
statements for the most recent fiscal year of the Registrant was
modified to include an explanatory paragraph describing conditions
that raised substantial doubt about the Registrant's ability to
continue as a going concern.
(3) The Registrant's Audit Committee approved the decision to engage KBA
Group LLP.
(4) In connection with its audits for the two most recent fiscal years and
through February 28, 2003, there were no disagreements with King
Griffin & Adamson P.C. 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
King Griffin & Adamson P.C., would have caused King Griffin & Adamson
P.C. to make reference thereto in their report on the financial
statements for such years or such interim periods.
(5) The Registrant has requested that King Griffin & Adamson P.C. furnish
it with a letter addressed to the Commission stating whether or not it
agrees with the above statements. A copy of such letter, dated March
6, 2003, is filed as Exhibit 1 to this Form 8-K.
(b) New independent public accountants:
(1) The Registrant's Audit Committee approved the engagement of KBA Group
LLP and the Registrant engaged KBA Group LLP as its new independent
public accountants as of March 1, 2003. As KBA Group LLP is a
successor entity to King Griffin & Adamson P.C. the section addressing
consultation of the newly engaged independent public accountants is
not applicable.
(2) The Registrant has allowed KBA Group LLP to review this Form 8-K
before it is filed with the Commission. King Griffin & Adamson P.C.
has not furnished the Registrant with a clarification or disagreement
with the information set forth herein.
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.
DATED: MARCH 6, 2003
CT HOLDINGS, INC.
BY: __________________________
NAME: RICHARD CONNELLY
TITLE: CHIEF FINANCIAL OFFICER