<PAGE>
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):
February 11, 1998
TOMORROW'S MORNING, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
California 0-29050 95-4379805
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
</TABLE>
125 South Barrington Place, Los Angeles, California 90049
(Address of principal executive offices)
(310) 440-2778
(Registrant's telephone number)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
- -----------------------------------------------------
On February 11, 1998, Tomorrow's Morning, Inc. (the "Company") engaged
Stonefield Josephson, Inc. (the "New Accountants") as its independent certified
public accountants, replacing Coopers & Lybrand, L.L.P. (the "Former
Accountants"), which resigned as independent auditors and independent certified
public accountants on January 29, 1998. The Company has consulted the New
Accountants regarding the Company's presentation on Form 10-QSB/A-2 for the
period ended September 30, 1997 of loans receivable from a shareholder (the
"Loans") as assets rather than as a contra-equity item, which was the subject of
disagreement between the Company and the Former Accountants. Since the
resignation of the Former Accountants, the Company has not consulted with them
further regarding their position on this issue. Prior to the filing of this Form
8-K with the Securities and Exchange Commission (the "SEC"), as required by SEC
rules, the Company requested the New Accountants review the foregoing
disclosures and has given them the opportunity to furnish the Company with a
letter containing any new information, clarification of the Company's position
on the issue regarding the Loans or the respects in which the New Accountants
may disagree with the foregoing disclosures. The New Accountants have indicated
that they do not plan to provide such a letter at this time.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: February 18, 1998 By: /s/ STEVEN RAFT
------------------------------------
Steven Raft, Chief Financial Officer
