CASH TECHNOLOGIES INC
8-K/A, 1998-09-15
BUSINESS SERVICES, NEC
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ______________________

                                   FORM 8-K/A
                                Amendment No. 1
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)      September 14, 1998
                                                --------------------------------

                            CASH TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
              (Exact name of Registrant as specified in charter)

 
     Delaware                             000-24569             95-4558331    
- -------------------------------         -----------         --------------------
(State or other jurisdiction            (Commission         (IRS Employer     
 of incorporation)                      File Number)        Identification No.)


        1434 West 11th Street   Los Angeles, California           90015 
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code           (213)745-2000
                                                   -----------------------------


- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>
 
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

     This Amendment No. 1 to Report on Form 8-K/A has been filed to (i) include
as an Exhibit the required letter of DeLoitte & Touche LLP in connection with
the termination of their retention as independent accountants to Cash
Technologies, Inc. and (ii) correct the earlier Form 8-K filing to indicate that
the audit opinion dated November 7, 1997 issued by DeLoitte & Touche LLP in
connection with the Company's registration statement (SEC File No. 333-6434) for
its initial public offering included a "going concern" explanatory paragraph.

     On August 6, 1998, the Board of Directors of Cash Technologies, Inc.  (the
"Company") determined that it would be in the best interests of the Company to
terminate the services of its independent accountant DeLoitte & Touche LLP,
which acted as its independent accountant with respect to the Company's
financial statements for the fiscal year ended May 31, 1997 which were included
in its Registration Statement for the Company's initial public offering.

     The Company's initial public offering was declared effective by the
Securities and Exchange Commission on July 9, 1998 and closing occurred on July
14, 1998. The Underwriters for the initial public offering were Starr
Securities, Inc. and GunnAllen Financial, Inc.  The Company's initial public
offering consisted of the sale of 1,485,000 shares of Common Stock at an
offering price of $7.00 per share.

     The Board of Directors has not yet decided on a firm to be its independent
accountants for the fiscal year ending March 31, 1998.  The Company's annual
report on Form 10KSB is due to be filed with the Securities and Exchange
Commission on or about October 9, 1998.

     The dismissal of DeLoitte & Touche LLP was recommended and approved by the
Board of Directors of the Company and is not the result of any disagreement with
DeLoitte & Touche LLP on any matter of accounting principles or practice,
financial statement disclosure or auditing scope or procedure.

     The audit report dated November 7, 1997 for the fiscal year periods ending
May 31, 1997 issued by DeLoitte & Touche LLP in connection with the Company's
registration statement (SEC File No. 333-6434) for its initial public offering
included a "going concern" emphasis paragraph.   The opinion expressed concern
based upon several factors, including violation of certain loan agreements, as
more fully described in Note 1 to the Company's financial statements included in
the registration statement.  During the last two fiscal years and subsequent
periods there were no disagreements with DeLoitte & Touche LLP regarding
accounting principles, or practices, financial statement disclosure, or auditing
scope or procedure.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits
16.1 Letter from DeLoite & Touche LLP on change in Certifying Accountant.
<PAGE>
 
                                   SIGNATURE


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report on Form 8K/A Amendment No.1 to be
signed on its behalf by the undersigned hereunto duly authorized.


                                    CASH TECHNOLOGIES, INC.
                                    (Registrant)


                                    By: /s/ Bruce Korman
                                        ------------------------- 
                                         Bruce Korman
                                         Chief Executive Officer
Dated:  September 14, 1998

<PAGE>
 
Exhibit 16.1

                      Letterhead of Deloitte & Touche LLP
                            1000 Wilshire Boulevard
                      Los Angeles, California 90017-2472

 



September 14, 1998

Securities and Exchange Commission
Mail Stop 9-5
Washington, DC 20549


We have read item 4 of Form 8-K/A of Cash Technologies, Inc.,  as filed with the
Securities and Exchange Commission of September 14, 1998 (The Form 8-K/A) and
have the following comments:

     a)   We have no basis to agree or disagree with the statements in paragraph
     two and four.

     b)   We agree the statements made in paragraph five, except we have no
     basis to agree or disagree with the statement "The dismissal of Deloitte &
     Touche LLP was recommended and approved by the Board of Directors of the
     Company".

     c)   We agree with the statement made in paragraph one, three and six.

 
Yours truly,

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
 


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