SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) 09/17/97
.............
SC&T INTERNATIONAL, INC.
................................................................................
(Exact name of registrant as specified in its charter)
Delaware 0-27382 86-0737579
................................................................................
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
Incorporation
15695 North 83rd Way, Scottsdale, Arizona 85260
................................................................................
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 602-368-9490
..................
3837 East La Salle, Phoenix, Arizona 85040
................................................................................
(Former name or former address, if changed since last report.)
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Item 4. Change in Registrant Certifying Accountant
(a) Toback & Company, the certifying accountant of the Company, has
resigned. Toback & Company did not provide a reason for its
resignation. The resignation is attached as Exhibit "A" hereto.
Toback & Company's reports on the financial statements for either of
the past two years did not contain an adverse opinion or disclaimer of
opinion. During the two most recent fiscal years and subsequent interim
periods preceding resignation, there were no disagreements with Toback
& Company on any matter of accounting principal or practice, financial
statement disclosure or audit scope or procedure, which disagreement,
if not resulting in the satisfaction of the former accountant, would
have caused it to make reference to the subject matter of the
disagreements in connection with the reports. Toback & Company had
indicated to the Company that there would be a going concern
qualification in the upcoming audit, however, the Company did not
disagree with this qualification.
(b) Evers & Company, Ltd., has been engaged as the principal accountant to
provide audit services to the Company. The Company has not been
informed by Evers & Company, Ltd., that the change in accountants will
result in any change in accounting principals. The Company believes
that Evers & Company, Ltd., will include a going concern qualification
in the financial statements of the Company.
Item 5. Other Events
(a) Thomas Bednaruk has resigned at the Chief Executive Officer and a
director of the Company. James Copland is functioning as the Chief
Executive Officer of the Company while the Company considers the search
for a new Chief Executive Officer. Following the resignation of Mr.
Bednaruk, the law firm of O'Connor, Cavanagh, Anderson, Killingsworth &
Beshears, which was providing legal services to the Company, has also
resigned.
(b) Due to the resignation of the Company's certified accountant, the
Company will not be able to file its annual Form 10-K in a timely
manner and anticipates making said filing on approximately November 1,
1997.
<PAGE>
Item 6. Resignation of Registrant's Directors
(a) Thomas Bednaruk has resigned as director of the Company and as Chief
Executive Officer of the Company.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant duly causes this report to be signed on its behalf by the undersigned
hereunto duly authorized.
SC&T INTERNATIONAL, INC.
an Arizona corporation
By: /s/ James L. Copland
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James L. Copland
Its: President
Date: October 5, 1997
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<PAGE>
EXHIBIT A
[TOBACK CPA's letter head]
September 17, 1997
Mr. Jamie Copland, Chairman
Board of Directors
SC & T International, Inc.
15695 North 83rd Way
Scottsdale, Arizona 85260
Dear Mr. Copland:
This is to confirm that the client-auditor relationship between SC & T
International, Inc. (Commission File Number 0-27382) and Toback CPAs, P.C. has
ceased.
Sincerely,
TOBACK CPAs, P.C.
/s/ TOBACK CPAs, P.C.
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop S-5
450 Fifth Street, N.W.
Washington, D.C. 20549
