CARING PRODUCTS INTERNATIONAL INC
8-K, 1998-05-06
MISCELLANEOUS FABRICATED TEXTILE PRODUCTS
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                         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 (Date of earliest event reported)   May 1, 1998
                                                            --------------

                        CARING PRODUCTS INTERNATIONAL, INC.
        -------------------------------------------------------------------
                  (Exact Name of Registrant as Specified in Charter)



          Delaware                   333-35239                  98-0134875
     ---------------               -----------              -------------------
     (State or Other               (Commission              (IRS Employer
     Jurisdiction of                 File No.)              Identification No.)
     Incorporation) 



200 First Avenue West, Suite 200, Seattle, Washington          98119
- -----------------------------------------------------       ----------
(Address of Principal Executive Offices)                    (Zip Code)


Registrant's telephone number, including area code (206) 282-6040
                                                   --------------


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ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

This information is provided in accordance with Reg. Section 229.304.

Item 304.  Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure.

(a)(1)(i)      On March 12, 1998, Registrant engaged Peterson Sullivan 
P.L.L.C. ("Peterson") to audit Registrant's financial statements for the 
fiscal year ended March 31, 1998.  Prior thereto, Peterson had rendered 
certain services to Registrant relating to accounting periods subsequent to 
March 31, 1997. Although Registrant and Peterson do not believe such services 
impaired their independence, both became concerned regarding the appearance 
of impairment. Accordingly, on May 1, 1998, Registrant terminated the 
engagement of Peterson. 

(a)(1)(ii)     Peterson has not issued any opinion on Registrant's financial 
statements for the fiscal year ended March 31, 1998 and was only in the 
planning stage of its audit at the time of dismissal.

(a)(1)(iii)    The termination of Peterson was approved by Registrant's board 
of directors upon the recommendation of its audit committee.

(a)(1)(iv)     There were no disagreements with Peterson on any matter of 
accounting principles or practices, financial statement disclosure, or 
auditing scope or procedure with respect to the Registrant's fiscal year 
ended March 31, 1998 or any subsequent interim period preceding May 1, 
1998.

(a)(1)(v)      Inapplicable.

(a)(2)   The Registrant selected Grant Thorton LLP ("Grant") as its new 
independent accountant effective May 1, 1998.  Prior to such selection, Grant 
had not performed any services for the Registrant.

                                     -2-
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                                  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.

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

          (c)  Exhibits.

     16  --  Letter, dated May 5, 1998, from Peterson Sullivan P.L.L.C., 
the Registrant's former principal accountants, to the Securities and Exchange 
Commission pursuant to Item 304(a)(3) of Regulation S-K. 

                                      SIGNATURES

                                        CARING PRODUCTS INTERNATIONAL, INC. 



                                        By:  /s/ Sandra L. Sternoff
                                             --------------------------------
                                             Sandra L. Sternoff,
                                             Chief Financial Officer

Dated:  May 6, 1998


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                   [PETERSON SULLIVAN P.L.L.C. LETTERHEAD]



May 5, 1998





Securities and Exchange Commission
450 - 5th Street, NW
Washington, DC 20549

Gentlemen:

We have read the statements made by Caring Products 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 dated May 6, 1998. We agree with the 
statements concerning our firm in the Form 8-K.


Very truly yours,

/s/  PETERSON SULLIVAN P.L.L.C.


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