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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): December 18, 1996.
QUADRATECH, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-26856 95-4396848
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
126 West Maple Avenue
Monrovia, California 91016
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(Address of principal executive offices)
(626) 358-5995
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(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant.
The Registrant and its former auditors, Clumeck, Stern, Phillips
& Scheckelberg, mutually agreed on December 18, 1996 to terminate their
relationship. During the Registrant's fiscal year then ended, Clumeck, Stern,
Phillips & Scheckelberg reports on the Registrant's financial statements neither
contained any adverse opinions or disclaimers of opinions nor were qualified or
modified as to uncertainty. The decision to terminate its relationship with
Clumeck, Stern, Phillips & Scheckelberg was approved by the Board of Directors
of the Registrant. Through and including December 18, 1996, there were no
disagreements with Clumeck, Stern, Phillips & Scheckelberg 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
Clumeck, Stern, Phillips & Scheckelberg, would have caused it to make reference
to the subject matter of the disagreements in connection with its reports.
Pursuant to action approved by the Registrant's Board of Directors, the
Registrant intended to retain Singer Lewak Greenbaum & Goldstein, as its
auditors as of December 18, 1997. Clumeck, Stern, Phillips & Scheckelberg
concurred with the disclosures made by the Registrant. Singer Lewak Greenbaum &
Goldstein did not accept auditing responsibilities.
Thereafter, Registrant's Board of Directors retained Harold Y.
Spector, certified public accountant, of 80 South Lake Avenue, Suite 723,
Pasadena, California 91101, as its auditor.
Item 5. Other Events.
On May 15, 1998, the Securities and Exchange Commission (the
"Commission") filed a Complaint against the Registrant. In connection therewith,
Registrant entered a general appearance, waived service upon it of a Summons and
of the Complaint of the Commission and admitted the jurisdiction of the Court
over it and over the subject matter of this action. Registrant admitted that
pursuant to Section 13(a) of the Securities Exchange Act of 1934 ("Exchange
Act") [15 U.S.C. Section 78m(a)] and Rules 12b-25, 13a-1 and 13a-13 [17 C.F.R.
Sections 240.12b-25, 240.13a-1 and 240.13a-13] promulgated thereunder, it was
required to file, and, it has failed: (a) to file with the Commission its Annual
Reports on Form 10-K [17 C.F.R. Section 249.310]: (1) for its fiscal year ended
December 31, 1996, which was due on or before March 31, 1997; and (2) for its
fiscal year ended December 31, 1997, which was due on or before March 31, 1998;
(b) to file with the Commission its Quarterly Reports on Form 10-Q [17 C.F.R.
Section 249-308a]: (1) for its fiscal quarter ended March 31, 1997, which was
due on or before May 15, 1997; (2) for its fiscal quarter ended June 30, 1997,
which was due on or before August 14, 1997; and (3) for its fiscal quarter ended
September 30, 1997, which was due on or before November 14, 1997; (c) to file
with the Commission its Notifications of Late Filing on Form 12b-25 [17 C.F.R.
Section 249.322]: (1) for its Annual Reports on Form 10-K; (i) for its fiscal
year ended December 31, 1996, which
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was due before April 1, 1997; and (ii) for its fiscal year ended December 31,
1997, which was due on or before April 1, 1998; and (2) for its Quarterly
Reports on Form 10-Q: (i) for its fiscal quarter ended March 31, 1997, which was
due on or before May 16, 1997; (ii) for its fiscal quarter ended June 30, 1997,
which was due on or before August 15, 1997; and (iii) for its fiscal quarter
ended September 30, 1997, which was due on or before November 17, 1997. The
Registrant, without trial, argument or adjudication of any issue of fact or law,
waived entry of findings of fact and conclusions of law pursuant to Rule 52 of
the Federal Rules of Civil Procedure, except as set forth herein and in the
Final Judgment of Permanent Injunction as to The Registrant (the "Final
Judgment") to be entered in the action. The Registrant waived any right it may
have had to appeal from the Final Judgment to be entered in the action. The
Registrant waived service upon it of the Final Judgment and agreed that the
entry of the Final Judgment by the Court and filing with the Clerk in the United
States District Court for the District of Columbia will constitute notice to the
Registrant of the terms and conditions of such Final Judgment. The Registrant
entered the Consent voluntarily and represented that no offer, promise or threat
of any kind whatsoever had been made by the Commission or any of its members,
officers, employees, agents or representatives in connection with or in
consideration therefore. The Registrant agreed that the Consent shall be
incorporated by reference into the Final Judgment, a copy of which was to be
entered by the Court in the action. The Registrant consented, before the taking
of any testimony and without trial, argument or adjudication of any issue of
fact or law therein, to the entry, without further notice, of the Final
Judgment: (a) restraining and enjoining the Registrant and its officers, agents,
servants and employees and attorneys, and those persons in active concert or
participation with them, who receive actual notice of the Final Judgment by
personal service or otherwise, and each of them, from failing or causing the
failure to file timely and in proper form with the Commission at its
headquarters office, accurate and complete information and reports as are
required to be filed with the Commission pursuant to Section 13(a) of the
Exchange Act and Rules 12b-25, 13a-1 and 13a-13, promulgated thereunder,
including, among others, Annual Reports, Quarterly Reports and Notifications of
Late Filing; (b) ordering the Registrant to require any outgoing chief executive
officer or president of the Registrant to deliver or cause to be delivered a
copy of the Final Judgment and of the Consent to any incoming chief executive
officer or president of the Registrant; and (c) ordering the Registrant to file
with the Commission at its headquarters office in Washington, D.C.: (1) a
complete and accurate Annual Report on Form 10-K for its fiscal year ended
December 31, 1996 by May 29, 1998; (2) complete and accurate Quarterly Reports
on Form 10-Q for its fiscal quarters ended March 31, June 30 and September 30,
1997 by June 15, 1998; (3) a complete and accurate Annual Report on Form 10-K
for its fiscal year ended December 31, 1997 by June 30, 1998; and (4) such other
periodic reports which may become due prior to the entry of the Final Judgment.
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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.
QUADRATECH, INC.
Registrant)
DATED: May 27, 1998
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Maria Comfort, President
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