SEAFOODS PLUS LTD
8-K, 1998-07-13
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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 and Exchange Act of 1834

         Date of Report (Date of earliest event reported): July 6, 1998

                               SEAFOODS PLUS, LTD.
             (Exact name of registrant as specified in its charter)

         UTAH                           0-21853                  87-0413539
(State or other jurisdiction            (Commission            (IRS Employer
of incorporation)                       File Number)         Identification No.)

                 110 Commerce Drive, Allendale, New Jersey 07401
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (201) 236-1100

                                 Not applicable.
         (Former name or former address, if changed since last report.)


Item 4.  Changes in Registrant's Certifying Accountant.

     On July 6, 1998, the registrant  informed Mantyla,  McReynolds & Associates
that it has been dismissed as the registrant's principal accountants. The former
principal accountants' report on the financial statements for either of the past
two years neither contained an adverse opinion or disclaimer of opinion, nor was
modified  as  to  uncertainty,   audit  scope,  or  accounting  principles.  The
registrant's  decision to change its principal  accountant was  recommended  and
approved by the  registrant's  Board of Directors.  There were no  disagreements
with the former accountants on any matter of accounting principles or practices,
financial statement disclosure,  or auditing scope or procedure.  The registrant
has  authorized  the former  accountants to respond fully to all inquires of the
successor accountant concerning any matter.

Item 7.  Financial Statements and Exhibits

     The following exhibit is filed with this report on Form 8-K:


         16.1              Letter on change in certifying accountant



<PAGE>

                                   SIGNATURES

     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.

                                          SEAFOODS PLUS, LTD.
                                          (Registrant)

Date:  July 8, 1998                       /s/ Michael W. Levin
                                          --------------------
                                          Michael W. Levin, President



<PAGE>



                                     EXHIBIT

Exhibit No.

16.1         Letter on change in certifying accountant






                                                                   EXHIBIT 16.1

MANTYLA, McREYNOLDS AND ASSOCIATES, C.P.A's
A Professional Corporation


July 6, 1998


United State Securities and Exchange Commission
Washington, D.C. 20549


To whom it may concern:

We hereby agree with the disclosure  statements made by Seafoods Plus, Ltd. with
respect  to our  being  dismissed  as the  principal  accountants  and our audit
reports on the financial  statements  for the years ended  December 31, 1996 and
1997.


/s/ Mantyla, McReynolds & Assoc.

Mantyla, McReynolds & Associates
Certified Public Accountants



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