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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
Date of Report (Date of earliest event reported): MARCH 11, 1998
PC411, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0001-22563 95-4463937
(Commission File Number) (I.R.S. Employer Identification No.)
9800 S. LA CIENEGA, BLVD., INGLEWOOD, CA 90301-4440
(Address of principal executive offices) (Zip Code)
(310) 645-1114
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On March 11, 1998, the Audit Committee of PC411, Inc. ("PC411")
voted to: (i) dismiss the firm of KPMG Peat Marwick LLP ("KPMG"); and (ii)
approve the engagement of the firm of Coopers & Lybrand LLP, as auditors for
fiscal year 1997.
(b) During the two most recent fiscal years and through March 11, 1998,
there were no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of KPMG, would have
caused KPMG to make reference to the subject matter of the disagreements in
connection with its report.
(c) The audit report of KPMG on the financial statements of PC411 as of
and for the two fiscal years ended December 31, 1996 did not contain an adverse
opinion or a disclaimer of opinion, nor was it qualified as to audit scope or
accounting principles; however, such report did contain an explanatory paragraph
stating that "the Company's losses from operations and deficit accumulated
during the development stage raise substantial doubt about the entity's ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty."
(d) PC411 engaged Coopers & Lybrand LLP as its new independent
accountants as of March 11, 1998. During the two most recent fiscal years and
through March 11, 1998, PC411 has not consulted with Coopers & Lybrand LLP on
items which (1) were or should have been subject to SAS 50 or (2) concerned the
subject matter of a disagreement or reportable event with the former auditor (as
described in Regulation S-K Item 304(a)(2)).
(e) Pursuant to Item 304 of Regulation S-K, a letter from KPMG, dated
March 18, 1998, is attached hereto as Exhibit 16.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibit.
EXHIBIT INDEX
Exhibit 16. Letter from KPMG Peat Marwick LLP, dated March 18, 1998.
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SIGNATURE
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.
PC411, INC.
/s/ J. Bryant Kirkland III
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Date: March 18, 1998 J. Bryant Kirkland III
Vice President, Chief Financial Officer
and Treasurer
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EXHIBIT 16. LETTER FROM KPMG PEAT MARWICK LLP, DATED MARCH 18, 1998.
March 18, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for PC411, Inc. and, under the date of
March 26, 1997, we reported on the financial statements of PC411, Inc. as of and
for the years ended December 31, 1996 and 1995. On March 11, 1998 our
appointment as principal accountants was terminated. We have read PC411's
statements included under Item 4 of its Form 8-K dated March 18, 1998, and we
agree with such statements, except that we are not in a position to agree or
disagree with PC411's statement that the change was approved by the Audit
Committee of the board of directors, and except that we are not in a position to
agree or disagree with PC411's statement that Coopers & Lybrand LLP was not
consulted regarding the application of accounting principles to a specified
transaction or the type of audit opinion that might be rendered on PC411's
financial statements.
Very truly yours,
KPMG PEAT MARWICK LLP
