U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 27, 1999
NPS INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-13858 86-0214815
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(Commission File No.) (IRS Employer
Identification No.)
812 Proctor Ave.
Ogdensburg, N.Y. 13669
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(315) 393-3793
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
On January 27, 1999, Kerber, Eck & Braeckel LLP., the
Registrant's independent accountant for the Registrant's two most
recent fiscal years, was terminated. The Registrant's financial
statements for the last two years prepared by said firm contained
a going concern opinion.
Also on January 27, 1999, the Registrant engaged the
accounting firm of Horton & Company, L.L.C., independent public
accountants, to audit the Registrant's fiscal year ended December
31, 1998, as well as future financial statements, to replace the
firm of Kerber, Eck & Braeckel LLP, which was the principal
independent public accountant as reported in the Registrant's Form
10-KSB for the fiscal year ended December 31, 1997, as filed with
the Securities & Exchange Commission. This change in independent
accountants was approved by the Board of Directors of the
Registrant.
Through the date of termination of Kerber, Eck & Braechel LLP
(January 27, 1999), there were no disagreements within the last two
fiscal years and subsequent periods with Kerber, Eck & Braeckel
LLP, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which
disagreement(s), if not resolved to the satisfaction of said firm
would have caused that firm to make reference in connection with
its reports to the subject matter of the disagreement(s) or any
reportable events.
The Registrant has requested that Kerber, Eck & Braeckel LLP
furnish it with a letter addressed to the Commission stating
whether it agrees with the above statements. A copy of such
letter, dated January 27, 1999, is filed as Exhibit 16 to this
report.
Item 7(a) and 7(b). Financial Statements and Pro Forma Financial
Statements
The audited financial statements of NPS Power Systems, Inc.
for the fiscal year ended December 31, 1997, the unaudited
financial statements for the 9 month interim period ended September
30, 1998 and the pro forma financial statements of the consolidated
entities dated September 30, 1998 are incorporated by reference to
the Company's Form 8-K/A 1 filed February 3, 1999.
Item 7(c). Exhibits.
Number Exhibit
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16.0 Letter of Resignation of Registrant's
independent certified accountant, Kerber, Eck
& Braeckel, LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934 the Registrant has duly caused this amendment to its report to
be signed on its behalf by the undersigned hereunto duly
authorized.
NPS INTERNATIONAL CORPORATION
By:/s/ Michael Wexler
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Michael Wexler, President
Dated: April 5, 1999
<PAGE>
NPS INTERNATIONAL CORPORATION
______________________________________
EXHIBIT 16.0 TO FORM 8-K/A 2
______________________________________
LETTER OF RESIGNATION
OF REGISTRANT'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
______________________________________
<PAGE>
Kerber, Eck & Braeckel LLP
Certified Public Accountants
200 North Broadway
St. Louis, Missouri 63102-2747
314-231-6232 Fax 314-231-0079
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St. Louis, Missouri
Belleview, Illinois
Cape Girardeau, Missouri
Carbondale, Illinois
Milwaukee, Wisconsin
Springfield, Illinois
January 27, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: NPS International Corporation
File Ref. No. 000-13858
We were previously the principal accountant for NPS
International Corporation (formerly National Industrial Security
Corporation) and, under the date of January 30, 1998, we reported
on the consolidated financial statements of National Industrial
Security Corporation and subsidiaries as of and for the years ended
December 31, 1997 and 1996. On January 27, 1999, our appointment
as principal accountant was terminated. We have read NPS
International Corporation's statements included under Item 4 of its
Form 8-K/A 2 dated January 27, 1999 and we agree with such
statements.
Very truly yours,
s/Kerber, Eck & Braeckel LLP
CSE/chf
