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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)
November 25, 1997
(Date of Report (Date of Earliest Event Reported))
GLOBAL ONE DISTRIBUTION & MERCHANDISING INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 2741 95-4578632
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification Number)
Code Number)
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5548 Lindbergh Lane
Bell, California 90201-6410
(213) 980-4300
(Address, including ZIP code, and telephone number, including area code, of
registrant's principal executive offices)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Effective November 25, 1997, Deloitte & Touche LLP ("Deloitte") resigned as
the independent accountants of Global One Distribution & Merchandising Inc.
("the Company"). In the past two years, Deloitte's reports on the financial
statements have not contained an adverse opinion or a disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles.
On October 8, 1997, the assets of OSP Publishing, Inc., the Company's wholly
owned subsidiary ("OSP"), were sold through a public sale to Senoral, Inc.,
the Company's lender, for $1,000,000. Senoral is controlled by Alan Saloner
who owns 250,000 shares of the Company's common stock. The assets were then
sold to LJR Trading, Inc. ("LJR"), a wholly owned subsidiary of Erekesef
Securities Limited ("Erekesef"). Effective October 24, 1997, the Company and
Erekesef entered into an agreement whereby the Company agreed to purchase all
of the outstanding stock of LJR in exchange for 8,000,000 shares of the
Company's common stock. As a result of the above transactions, the Company's
management seeks to be relieved of the liabilities of OSP (the "OSP
Liabilities"), which would result in the recognition of gain in the fourth
quarter of fiscal year end December 31, 1997. Deloitte has advised the
Company that, due to the uncertainties of whether the OSP Liabilities have
been legally settled, a gain should not be recognized during the fourth
quarter. The Company's Board of Directors, as a whole, did not discuss the
subject matter with Deloitte.
The Company is seeking an independent accounting opinion from another
accounting firm to the effect that, as a result of the sale of the assets of
OSP and upon sale of the OSP stock, the Company will be relieved of the OSP
Liabilities.
The Company is currently seeking to engage new independent accountants.
The Company has authorized Deloitte to respond fully to the inquiries of
successor accountants.
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SIGNATURES
Under the requirements of the Securities Exchange Act of 1934, Global One
Distribution & Merchandising Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: December 3, 1997
GLOBAL ONE DISTRIBUTION
& MERCHANDISING INC.
By: /s/ Douglass E. Coy
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Douglass E. Coy
