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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section l3 or l5(d) of the
Securities Exchange Act of l934
Date of Report (Date of earliest event reported) November 7, 1997
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VISUAL EDGE SYSTEMS INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20995 13-3778895
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(State of other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
2424 North Federal Highway, Suite 100, Boca Raton, FL 33431
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(Address of principal executive offices) (Zip Code)
(561) 750-7559
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountants
A. (i) The Company's former accountants, KPMG Peat Marwick LLP,
were dismissed on November 7, 1997 and were replaced by
Arthur Andersen LLP.
(ii) KPMG Peat Marwick LLP's reports on the Company's financial
statements for the fiscal years ended December 31, 1996 and
December 31, 1995 were qualified by a paragraph reading as
follows:
"The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
As discussed in Note 1(a) to the financial statements, the
Company is in its development stage and its recurring losses
through 1996 and contractual commitments under a license
agreement raise substantial doubt about its ability to
continue as a going concern unless additional financing or
equity is obtained. Management's plans in regard to these
matters are also described in Note 1(a). The financial
statements do not include any adjustments that might result
from the outcome of this uncertainty."
(iii) The Company's change of accountants was approved by the
Company's Board of Directors on November 12, 1997.
(iv) During the fiscal years ended December 31, 1995 and 1996,
and all subsequent interim periods through November 7, 1997
(i.e. the date of dismissal), there were no disagreements
with the Company's former accountants on any matter of
accounting principles or practices, financial statement
disclosure or auditing scope or procedure.
(v) None of the events set forth below have occurred during the
fiscal years ended December 31, 1995 or 1996 or the interim
period ended November 7, 1997:
(A) The Company's former accountants having advised the
Company that the internal controls necessary for the Company
to develop reliable financial statements do not exist;
(B) The Company's former accountants having advised the
Company that information has come to their attention that
has led it to no longer be able to rely on management's
representations, or that has made it unwilling to be
associated with the financial statements prepared by
management;
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(C)(1) The Company's former accountants having advised the
Company of the need to expand significantly the scope of its
audit, or that information has come to their attention
during the fiscal years ended December 31, 1995 and December
31, 1996 and the interim period ending November 7, 1997,
that if further investigated may: (i) materially impact the
fairness or reliability of either: a previously issued audit
report on the underlying financial statements; or the
financial statements issued or to be issued covering the
fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report (including
information that may prevent it from rendering an
unqualified audit report on those financial statements), or
(ii) cause it to be unwilling to rely on management's
representations or be associated with the Company's
financial statements, and
(2) Due to the Company's former accountants dismissal, or
for any other reason, the accountants did not so expand the
scope of their audit or conduct such further investigation;
or
(D)(1) The Company's former accountants having advised the
Company that information has come to their attention that it
has concluded materially impacts the fairness or reliability
of either: (i) a previously issued audit report or the
underlying financial statements, or (ii) the financial
statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent
financial statements covered by an audit report (including
information that, unless resolved to their satisfaction,
would prevent it from rendering an unqualified audit report
on those financial statements), and
(2) Due to the Company's former accountants dismissal, or
for any other reason, the issue has not been resolved to the
accountants' satisfaction prior to its dismissal.
B. (i) Arthur Andersen LLP were engaged as the Company's
independent accountants as of November 12, 1997.
(ii) The Company has not, during its two most recent fiscal
years, or any subsequent interim period, consulted with
Arthur Andersen LLP regarding any of the matters set forth
in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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1. Letter, dated November 14, 1997, from KPMG Peat Marwick LLP
to the SEC.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
l934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
VISUAL EDGE SYSTEMS INC.
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(Registrant)
/s/ Earl Takefman
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(Signature)
Earl Takefman
Chief Executive Officer
Date: November 18, 1997
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EXHIBIT 1
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
November 14, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Visual Edge Systems Inc.
(Company) and under the date of January 24, 1997 except as to note 9(b) which
is as of April 3, 1997, we reported on the financial statements of Visual
Edge Systems Inc. (a development stage company) as of December 31, 1996 and
1995 and for the years then ended and for the period from inception (July 15,
1994) to December 31, 1996. On November 7, 1997 our appointment as principal
accountants was terminated. We have read the Company's statements included
under Item 4 of its Form 8-K dated November 13, 1997, and we agree with such
statements except that we are not in a position to agree or disagree with the
Company's statements as follows:
1. Under paragraph A.(i), the statement that KPMG Peak Marwick LLP were
replaced by Arthur Andersen LLP.
2. Under paragraph A.(iii), the statement that the Company's change of
accountants was approved by the Company's Board of Directors on
November 12, 1997.
3. Under paragraph B.(i), the statement that Arthur Andersen LLP were
engaged as the Company's independent accountants as of November 12, 1997.
4. Under paragraph B.(ii), the statement that the Company has not, during
its two most recent fiscal years, or any subsequent interim periods,
consulted with Arthur Andersen LLP regarding any of the matters set forth
in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Very truly yours,
/s/ KPMG Peat Marwick LLP
