WEBSECURE INC
8-K, 1997-06-02
COMPUTER PROCESSING & DATA PREPARATION
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 8-KSB

                                 CURRENT REPORT

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

Date of Report (Date of earliest event reported): 28 April 1997


                                 WEBSECURE, INC.
             (Exact name of Registrant as specified in its charter)

Delaware                    0-21649                 04-3296069
(State of Incorporation)    (Commission File No.)   (IRS Employer Identification
                                                    Number)

1711 Broadway, Saugus, Massachusetts 01906
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including Area Code: 617-867-2300

Not Applicable
(Former name or former address, if changed since last report)

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

     Not Applicable

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

     Not Applicable

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

     Not Applicable

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On April 21,  1997,  BDO  Seidman,  LLP (the  "Independent  Auditors"),
independent  auditors  to  WebSecure,  Inc.  (the  "Registrant"),  notified  the
Registrant that they were resigning as auditors to the Registrant.  According to
the  Independent  Auditors,  the decision to resign  









stemmed from their  internal  client  retention  policies and not because of any
disagreements between Independent Auditors and management of the Registrant. The
Independent  Auditors' report on the financial  statements of the Registrant for
August 31, 1996 did not contain an adverse  opinion or disclaimer of opinion and
was not qualified as to audit scope or accounting  principles.  The  Independent
Auditors'  report  contained an explanatory  paragraph  concerning the Company's
ability to continue as a going concern.

ITEM 5.  OTHER EVENTS

     Not Applicable

ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS

     Not Applicable

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

         (a)      Financial statements of business acquires -- none

         (b)      Pro forma financial information -- none

         (c)      Exhibits -- 99 Auditor's Report


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                                 WebSecure, Inc.


                                                 By:  /s/ Carole Ouellette
                                                    --------------------------
                                                         Carole Ouellette
                                                         Chief Financial Officer

Date:    April 28, 1997



               BDO Seidman, LLP                 40 Broad Street, Suite 500
               Accountants and Consultants      Boston, Massachusetts 02109-4307
                                                Telephone: (617) 422-0700
                                                Fax: (617) 422-0909



                                           May 6, 1997



Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

Gentlemen:

         We have been  furnished  with a copy of the  response to Item 4 of Form
8-KSB for the event that  occured on April 21,  1997,  to be filed by our former
client,  WebSecure,  Inc. We agree the statements  made in response to that Item
insofar as they relate to our Firm.


                                                   Very truly yours,

                                                   BDO Seidman, LLP




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