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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 31, 1996
NETGUARD TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in charter)
Delaware 33-99084NY 22-3372522
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
12465 Lewis Street
Suite 101
Garden Grove, California 92840
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: 714/703-2880
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
a. In connection with the changes described above in Item 2,
effective March 31, 1997, registrant dismissed its prior certifying accountants,
Bederson & Company LLP ("Bederson") and retained as its new certifying
accountants Singer Lewak Greenbaum & Goldstein LLP ("SLGG"). Bederson's report
on registrant's financial statements during the most recently completed fiscal
year preceding the date hereof (March 31, 1996) contained no adverse opinion or
a disclaimer of opinion, and was not qualified as to audit scope or accounting
principles. The decision to change accountants was approved by registrant's
Board of Directors.
During the fiscal year noted above and the subsequent interim period
to date hereof, there were no disagreements between registrant and Bederson on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which disagreements, if not resolved
to the satisfaction of Bederson, would have caused it to make a reference to the
subject matter of the disagreements in connection with its reports.
None of the "reportable events" described in Item 304(a)(1)(v) of
Regulation S-K occurred with respect to registrant within the last two fiscal
years, or the subsequent interim period to date hereof.
b. Effective March 31, 1997, registrant engaged SLGG as its
principal accountants. During the last fiscal year and the subsequent interim
period to date hereof, registrant did not consult SLGG regarding any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
In connection with the transactions described in Item 4 above
registrant has filed the following as part of this report.
a. (a) Letter dated September 25, 1997 from Bederson & Company LLP
confirming its agreement with the statements made by registrant in Item 4.
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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.
DATED: September 25, 1997
NetGuard Technologies, Inc.,
(formerly Rollo Entertainment, Inc.)
a Delaware corporation
By /s/ E. Blaine Mansfield
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E. Blaine Mansfield
President, Chief Executive Officer
and Chief Financial Officer
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Index to Exhibits
(16) Letter dated September 25, 1997 from Bederson & Company LLP, former
auditors of the registrant
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[BEDERSON & COMPANY LLP LETTERHEAD]
September 25, 1997
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: NetGuard Technologies, Inc.
Form 8-K
Item 304(a)(3) of Regulation S-K
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Sirs:
As former auditors of NetGuard Technologies, Inc. ("NetGuard"), we submit this
letter in accordance with the requirements of Item 304(a)(3) of Regulation S-K.
Bederson & Company LLP agrees with the statements made by NetGuard in Item 4 to
its Form 8-K reporting the change in auditors.
Very truly yours,
/s/ BEDERSON & COMPANY LLP
BEDERSON & COMPANY LLP
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