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) October 7, 1997
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AvTel Communications, Inc.
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(Exact name of registrant as specified in its charter)
Commission File No. 0-27580
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Utah 87-0378021
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
130 Cremona Drive, Santa Barbara, California 93117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 805-685-0355
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(Former Name or Former Address, if changed since last report)
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<PAGE> INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 4. Changes in Registrant's Certifying Accountant.
On October 23, 1996, the Registrant, which was then known as Hi,
Tiger International, Inc. ("HITI"), acquired all of the capital stock of
AvTel Holdings, Inc., a California corporation ("AHI"). The acquisition of
AHI was effected pursuant to the merger of a wholly-owned subsidiary of the
Registrant with and into AHI (the "AHI Merger"). For accounting purposes,
the acquisition was treated as a reverse acquisition with AHI as the
acquirer.
The financial statements of the Registrant (meaning HITI) for the
year ended September 30, 1996, were audited by Robison, Hill & Co. of Salt
Lake City, Utah. At the time of the AHI Merger, AHI's financial statements
for the period ended September 30, 1996 were unaudited. Subsequently, on
October 7, 1997, the Registrant determined to retain MacFarlane, Faletti &
Co. LLP to audit the financial statements of AHI at and for the period
ending September 30, 1996.
1. Dismissal of Robison, Hill & Co.
(i) On November 4, 1997, the Registrant formally dismissed
the accounting firm of Robison, Hill & Co. as its independent accountant.
(ii) Robison, Hill & Co.'s reports on the Registrant's
financial statements for the past two years did not contain any adverse
opinion or a disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles.
(iii) The decision to dismiss Robison, Hill & Co. was approved by
the Registrant's Board of Directors effective October 21, 1997.
(iv) There were no disagreements with Robison, Hill & Co. on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure during the two most recent
fiscal years, or the subsequent interim periods preceding the dismissal.
No events of the kind set forth in Item 304(a)(l)(iv)(B) of Regulation S-B
occurred during the two most recent fiscal years or any subsequent interim
periods preceding the dismissal.
2. Engagement of MacFarlane, Faletti & Co. LLP.
(i) On October 7, 1997, the Registrant notified the firm of
MacFarlane, Faletti & Co. LLP of its desire to engage MacFarlane, Faletti &
Co. LLP to audit the financial statements of AHI for the period ending
September 30, 1996. MacFarlane, Faletti & Co. LLP submitted a letter of
engagement to the Registrant, which was signed on behalf of the Registrant
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on October 7, 1997. Management of AHI had consulted with MacFarlane,
Faletti & Co. LLP in connection with the AHI Merger. In addition, the
Registrant had engaged MacFarlane, Faletti & Co. LLP to audit certain
financial statements of Silicon Beach Communications, Inc. and Westnet
Communications, Inc. after the acquisitions of those entities by the
Registrant in November, 1996 and February, 1997, respectively. MacFarlane,
Faletti & Co. LLP also reviewed pro forma financial statements with respect
to those transactions. MacFarlane, Faletti & Co. LLP did not provide
written or oral advice that was an important factor considered by the
Registrant in reaching a decision as to the accounting, auditing or
financial reporting issues relating to these matters. Such decisions were
made in consultation with Robison, Hill & Co.
(ii) During the two most recent fiscal years and the
subsequent interim periods preceding this engagement, the Registrant did
not consult MacFarlane, Faletti & Co. LLP regarding the type of audit
opinion that might be rendered on the Registrant's financial statements or
any disagreement with, or reportable event relating to, Robison, Hill & Co.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
(16) Letter re Change in Certifying Accountant.
A letter dated November 4, 1997, from Robison, Hill &
Co. to the Commission, is attached as Exhibit 16.
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<PAGE> SIGNATURES
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.
AVTEL COMMUNICATIONS, INC.
By: /s/ ANTHONY E. PAPA Date: November 4, 1997
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Anthony E. Papa
President and Chief Executive Officer
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EXHIBIT 16
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K of AvTel
Communications, Inc. dated November 4, 1997.
\s\ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
November 4, 1997
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