SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
FILED PURSUANT TO SECTION 12., 13. OR 15(d)
SDC INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report dated May 31, 1999
on Form 8-K as set forth in the pages attached hereto;
(List all such items, financial statements, exhibits or
other portions amended)
This Amendment to the Current Report on Form 8-K dated May 31, 1999
adds:
Item 7. Financial Statements and Exhibits to file a Reg. S-K, Item 601(b)(16)
letter regarding Change in Certifying Accountant reflecting that there is
no disagreement by the principal accountant with statements of the Registrant
made in the current report concerning the termination of the Registrant's
principal accountant pursuant to Reg. S-K, Item 304(a)(3).
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
SDC INTERNATIONAL, INC.
June 30, 1999 BY:/s/Ron Adams
Ron Adams, President
<PAGE>
U. S. 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): May 31, 1999
SDC International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-27520 75-2583767
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
777 S. Flagler Drive Suite 8-W
W. Palm Beach, FL 33401
(Address of principal (Zip Code)
executive offices)
Issuer's telephone number (561) 882-9300
Not Applicable
(Former name and former address, if changed since
last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
Effective May 31, 1999, Registrant changed its
certifying accountant from Scarano & Tomaro, to Richard A.
Eisner & Company, LLP, New York City. By mutual agreement
with the former accountant, Registrant decided it was in the
best interest of the Registrant to engage an accountant with
the professional resources necessary to meet the needs of
the Registrant in its international operations, business
plan, and pending acquisition of a foreign corporation.
Accordingly, the former accountant did not stand for
reelection. The former accountant's reports for the last
two years contain no adverse opinion or disclaimer of
opinion nor is there any disagreement with the former
accountant.
The decision to change accountants and the selection of
Richard A. Eisner & Company, LLP, was recommended and
approved by the Registrant's Board of Directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
(b)(10) Letter regarding Change in Certifying Accountant
dated June 18, 1999 (received by Registrant June
30, 1999)
SIGNATURE
In accordance with Section 13 or 15 (d) of the Exchange
Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SDC International, Inc.
(Registrant)
Date: 6-30-99 By:/s/Ronald A. Adams
Ronald A. Adams, Chairman
and Chief Executive Officer
SCARANO & TOMARO, P.C. 125 Michael Drive, Suite 101
Certified Public Accountants Syosset, New York 11791
& Consultants 516-364-0300 - Fax: 516-364-3003
MEMBER OF THE SEC PRACTICE SECTION
AICPA DIVISION FOR CPA FIRMS
June 18, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: SDC International, Inc.
File Ref. No. 0-27520
We were previously the independent auditors for SDC International,
Inc.. Under the date of December 5, 1997, we reported on the
consolidated financial statements of SDC International, Inc. and
subsidiaries as of August 31, 1997, and for each of the years in
the two-year period then ended. On May 31, 1999, our engagement
was terminated. We have read the statements included under Item 4
of Form 8-K dated June 14, 1999, of SDC International, Inc. and
based on the foregoing the respondent agrees with such statements.
Regarding disagreements and reportable events, the respondent knows
of no such matters but we suggest you contact Anthony Tomaro
directly who was the engagement partner at Scarano & Tomaro, P.C.
relating to the audits of SDC International, Inc.
Very truly yours,
/s/Scarano & Tomaro, P.C.
Scarano & Tomaro, P.C.
