ATLANTIC INTERNATIONAL ENTERTAINMENT LTD
8-K, 1997-02-06
GOLD AND SILVER ORES
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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): JANUARY 30, 1997


                   Atlantic International Entertainment, Ltd.
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             (Exact name of registrant as specified in its charter)

    Delaware                           0-27256                 13-3858917
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(State or other jurisdiction         (Commission               (IRS Employer
     of incorporation)               File Number)           Identification No.)
                                                      

         2200 Corporate Boulevard, Suite 317, Boca Raton, Florida 33431
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                    (Address of principal executive offices)


Registrant's telephone number, including area code: (407) 995-2190


- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
<PAGE>

         ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

                  On January 30, 1997, the Company dismissed Buchbinder Tunick &
Company LLP ("Buchbinder") as its independent accountants, and appointed
Mortenson & Co. as its new certifying accountants. The decision to change
accountants was approved by the Board of Directors.

                  Buchbinder has not reported on any of the Company's financial
statements. Since, December 19, 1996 (the date on which Buchbinder was engaged
as the Company's independent accountants), there were no disagreements between
the Company and Buchbinder 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 Buchbinder, would have
caused Buchbinder to make a reference to the subject matter of the disagreements
in connection with its reports.

                  There were no other reportable events or disagreements with
Buchbinder to report in response to Item 304(a) of Regulation S-K within the
Company's two most recent fiscal years and any subsequent interim periods
preceding the date hereof.

                  During the last two fiscal years and the subsequent interim
periods preceding the date hereof, the Company did not consult Mortenson & Co.
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-K.


                                       -2-
<PAGE>

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

         (c)  Exhibits:

                  (16)     Letter from Buchbinder Tunick & Company LLP to the
                           Securities Exchange Commission (to be filed by
                           amendment when available).


                                       -3-
<PAGE>

                                    SIGNATURE


         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.


                                        ATLANTIC INTERNATIONAL
                                        ENTERTAINMENT, LTD.


Dated: February 6, 1997                 By: /S/ RICHARD IAMUNNO
                                            ------------------------------------
                                            Name: Richard Iamunno
                                            Title: President


                                       -4-


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