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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):
FEBRUARY 16, 1998
ALL COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-12937 22-3124655
(State or other Jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
225 LONG AVENUE, HILLSIDE, NEW JERSEY 07205
(Address of principal executive offices)
(973) 282-2000
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On February 16, 1998, the certified public accounting firm of
Schneider, Ehrlich & Wengrover, LLP ("Schneider") resigned as independent
accountants of All Communications Corporation (the "Company") by mutual
agreement with the Company.
For the Company's fiscal years ended December 31, 1996 and 1995, the
principal accountant's report on the financial statements of the Company did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles. As of February
20, 1998, the principal accountant's report on the Company's financial
statements for the fiscal year ended December 31, 1997 had not yet been
delivered to the Company.
During the Company's two most recent fiscal years and the interim
period preceding the resignation of Schneider, there were no disagreements
between the Company and Schneider on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
During the Company's two most recent fiscal years and the interim
period preceding the resignation of Schneider, Schneider did not advise the
Company of any of the following:
(i) Internal controls necessary for the Company to develop reliable
financial statements did not exist;
(ii) Information had come to Schneider's attention that led it to no
longer be able to rely on management's representations, or that had made it
unwilling to be associated with the financial statements prepared by management;
(iii) The need to expand significantly the scope of its audit or that
information had come to its attention that if further investigated may: (1)
materially impact the fairness or reliability of either a previously issued
audit report or 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 or (2) cause it
to be unwilling to rely on management's representations or be associated with
the Company's financial statements, or
(iv) Information had come to its attention that it had concluded
materially impacted the fairness or reliability of
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either: (1) a previously issued audit report or the underlying financial
statements or (2) 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.
(b) On February 16, 1998, the Audit Committee of the Company's Board of
Directors approved the engagement of BDO Seidman, LLP as the Company's principal
accountant to audit the Company's financial statements.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16 Letter of Schneider, Ehrlich & Wengrover, LLP regarding
change in certifying accountant.
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.
ALL COMMUNICATIONS CORPORATION
By: /s/ Richard Reiss
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Richard Reiss, President
February 16, 1998
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EXHIBIT INDEX
Exhibit No. Description
16 Letter of Schneider, Ehrlich & Wengrover, LLP regarding change in
certifying accountant.
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EXHIBIT 16
SCHNEIDER EHRLICH & WENGROVER LLP
CERTIFIED PUBLIC ACCOUNTANTS
1000 WOODBURY ROAD
WOODBURY, NEW YORK 11797
TEL: (516) 496-0400 - FAX: (516) 496-0414
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We were previously accountants for All Communications Corporation ("All"). On
January 21, 1997 we reported on the financial statements of All as of and for
the two years ended December 31, 1996. On February 16, 1998, we resigned as
accountants of All. We have read All's statements included under Item 4 of its
Form 8-K dated February 16, 1998, and agree with such statements.
Very truly yours,
Schneider, Ehrlich & Wengrover LLP
