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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) June 26, 1996
APPLEWOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-98282-NY 13-3859709
(State or other jurisdiction (Commission (IRS Employer
of Formation) File Number) Identification No.)
274 Riverside Avenue, Westport, Connecticut 06881
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 227-4912
(Former name or former address, if changes since last report)
110 East 59th Street, 6th floor, New York, New York 10022
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants:
(i) Mortenson & Associates, P.C. ("Mortenson") by the
letter dated June 26, 1996 was dismissed as the independent accountants
for the Registrant.
(ii) The reports of Mortenson on the financial statements of the
Registrant for the past two fiscal years contain no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
(iii) The Registrant's Board of Directors approved the
dismissal of Mortenson.
(iv) For the two most recent fiscal years and through June 26,
1996, there have been no disagreements between the Registrant and Mortenson
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which would have caused
Mortenson to make a reference thereto in its report on the Registrant's
financial statements for such period.
(v) During the two most recent fiscal years and through June 26,
1996, there have been no reportable events (as defined in Regulation S-K,
Item 304(a)(1)(v)).
The Registrant has requested that Mortenson furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not Mortenson
agrees with the above statements. A copy of such letter has been filed as
Exhibit (a) to this Form 8-K.
(b) New Independent Accountants:
(i) The Registrant engaged Price Waterhouse, LLP
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("PW"), as its new independent accountants as of June 26, 1996. Prior to
such date, the Registrant did not consult with PW regarding (i) the
application of accounting principles, (ii) the type of audit opinion that
might be rendered by PW, or (iii) any other matter that was the subject of a
disagreement between the Registrant and its auditor (as defined in Item
304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item
304(a) (1)(v) of Regulation S-K).
Item 5. Other Events.
In May, 1996, the Registrant changed the address of its
principal executive office from 110 East 59th Street, 6th floor, New
York, NY 10022 to 274 Riverside Avenue, Westport, CT 06881. The
Registrant is leasing such premises from Josh Gasparo, one of the
Company's preferred shareholders on a month-to-month basis at a rental
of $1,000 per month.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit
No. Document
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(a) Letter from Mortenson & Associates, P.C. dated July 1, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly authorized and caused the undersigned to sign this Report on
the Registrant's behalf.
APPLEWOODS, INC.
By: /s/
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Terence McAuley
Chief Financial Officer
Dated: July 2, 1996
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[LETTERHEAD OF MORTENSON AND ASSOCIATES, P.C.]
July 1, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read the statements made by Applewoods, Inc. [copy attached], 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 June 26, 1996. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ MORTENSON AND ASSOCIATES, P.C.
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MORTENSON AND ASSOCIATES, P.C.
M&A;las
