PELICAN PROPERTIES INTERNATIONAL CORP
8-K, 1998-04-08
MISCELLANEOUS AMUSEMENT & RECREATION
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                December 5, 1997
                Date of Report (Date of earliest event reported)


                     PELICAN PROPERTIES INTERNATIONAL, CORP.
                 (Name of Small Business Issuer in its Charter)

                           Commision file No: 0-023075

               Florida                                    65-0616879
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)


               38801 OVERSEAS HIGHWAY, BIG PINE KEY, FLORIDA 33043
          (Address of Principal Executive Offices, including Zip Code)


                                 (305) 872-2217
                           (Issuer's Telephone Number)





<PAGE>



ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
         ---------------------------------------------

         (a) On December 5, 1997, Pelican Properties International, Inc. (the
"Company") advised Garcia, Espinosa, Miyares & Company that it would not be
appointed as the Company's auditors for the year ended December 31, 1997.

         (b) During the most recent fiscal year there have been no disagreements
with Garcia, Espinosa, Miyares & Company on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure or
any reportable events.

         (c) The Company delivered a copy of this Form 8-K report to Garcia,
Espinosa, Miyares & Company on April 3, 1998. The Company has attached as an
exhibit hereto, a letter from Garcia, Espinosa, Miyares & Company addressed to
the Securities and Exchange Commission, stating that it agrees with the
statements made by the Company in response to Item 4 hereof.

         (d) On December 5, 1997, the Board of Directors of the Company
appointed Morrison, Brown, Argiz & Company as independent auditors of the
Company for the fiscal year ended December 31, 1997.

         (e) The Company delivered a copy of this Form 8-K report to Morrison,
Brown, Argiz & Company on April 3, 1998. The Company has attached as an exhibit
hereto a letter from Morrison, Brown, Argiz & Company addressed to the
Securities and Exchange Commission, wherein Morrison, Brown, Argiz & Company
acknowledges that it has read and agrees with the statements made by the Company
pursuant to Item 4 hereof.


ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
         ---------------------------------------------------------
         EXHIBITS
         --------

         (c)      Exhibits:

                  16.1 Letter of Garcia, Espinosa, Miyares & Company pursuant to
Item 304(a)(3) of Regulation S-B to be filed by amendment.

                  16.2 Letter of Morrison, Brown, Argiz & Company pursuant to
Item 304(a)(2) of Regulation S-B.


<PAGE>


                                   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.


                                          PELICAN PROPERTIES INTERNATIONAL, INC.


                                          By:   /S/ Timothy M. Benjamin
                                                ------------------------------
                                                Timothy M. Benjamin


DATED: April 8, 1998






April 7, 1998

Securities and Exchange Commission 
450 5th Street, N.W.
Washington, D.C.


Gentlemen:

We were previously principal accountants for Pelican Properties International,
Inc (the "Company") and on April 9, 1997, we reported on the consolidated
financial statements of the Company as of and for the one year ended December
31, 1996. We have read the Company's statements included under Item 4 of its
Form 8-K dated December 5, 1997, and are in agreement with the statements
contained in Paragraphs (a), (b), and (c) on Page 2, therein. We have no basis
to agree or disagree with other statements of the registrant contained therein.

Very truly yours,


/S/  Garcia Espinosa, Miyares & Company
- --------------------------------------------
Garcia, Espinosa, Miyares & Company












April 7, 1998

Securities and Exchange Commission 
450 5th Street, N.W.
Washington, D.C.

Gentlemen:

We have read the statements made by Pelican Properties International, Inc. which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report dated December 5, 1997. We agree with
the statements concerning our Firm in such amended Form 8-K.

Very truly yours,



/S/  Morrison, Brown, Argiz & Company
- ------------------------------------------
Morrison, Brown, Argiz & Company




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