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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) MARCH 31, 1997
Commission File No. 1-9396
CAPITAL TITLE GROUP, INC.
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(Name of Small Business Issuer in its charter)
DELAWARE 87-0399785
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4808 N. 22ND STREET, PHOENIX, ARIZONA 85016
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (602) 954-0022
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ITEM 4 CHANGES IN REGISTRANT'S CERTIFIED ACCOUNTANTS
The principal accountant for fiscal year 1997 have not yet been
selected by the Board of Directors for approval by the shareholders. Semple and
Cooper, L.L.P. ("Semple and Cooper"), the accountants for fiscal year 1996,
resigned on March 31, 1997, and the Company is currently in the process of
interviewing various accounting firms and shall select one upon completion of
the interview process.
The company believes there were no disagreements with Semple and Cooper
within the meaning of Item 304 of Regulation S-B on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or
procedures in connection with the audits of the Company's financial statements
for the fiscal years ended October 31, 1996 and 1995 or for any subsequent
interim period which if not resolved to their satisfaction would have caused
Semple and Cooper to issue an adverse opinion or a disclaimer of opinion, and
neither report contained an adverse opinion or disclaimer of opinion or was
qualified or modified as to uncertainty, audit scope or accounting principles.
A letter of Semple and Cooper addressed to the Securities and Exchange
Commission is included as Exhibit 16 to this 8-K. Such letter states that such
firm agrees with the statements made by the Company in this Item 4.
The Company has not authorized Semple and Cooper to respond to any
inquires from any new auditors nor has the Company's Board of Directors approved
a change in auditors because a predecessor accounting firm has not been selected
at this time.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act or 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Capital Title Group, Inc.
By: /s/ Michael J. Benjamin
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Name: Michael J. Benjamin
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Title: Vice President, Controller
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[LETTERHEAD OF SEMPLE & COOPER P.L.C.]
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K of Capital Title
Group, Inc. dated March 31, 1997.
/s/ Semple & Cooper, P.L.C.
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Semple & Cooper, P.L.C.
Phoenix, Arizona
April 7, 1997
