SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: April 14, 2000
(Date of earliest event reported)
PRETORY USA, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-28597 33-0780055
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
161 West 54th Street, Suite 602, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (212) 707-8661
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(Former name or former address, if changed since last report.)
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Item 4. Changes in Registrant's Certifying Accountant
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(a) On April 14, 2000, the Company was informed by Mazars & Guerard, LLP,
its independent public accountants that they were resigning as auditors for the
Company. Mazars & Guerard, LLP has informed the Company that in its opinion it
could not rely on management's representations, specifically related to alleged
conflicting information and difficulty in obtaining information on an accounts
receivable due to the Company under a contract with the Norwegian Peoples Aid
and The Concorde Trust. Mazars and Guerard also stated that the resignation was
predicated in part upon their conclusion that their independence may have been
impaired by management's threats to initiate litigation against them. The
Company is in disagreement with the position of Mazars & Guerard, LLP, U.S.
since it fully cooperated with Mazars and Guerard in obtaining necessary
information. Further, it denies having ever threatened Mazars and Guerard with
litigation.
(b) Except for the foregoing alleged disagreement regarding the account
receivable which was ultimately resolved to Mazars and Guerard's satisfaction,
in connection with the audit for the Company's fiscal years ended December 31,
1999 and 1998 and through the date of this report, there were no disagreements
with Mazars & Guerard, LLP on any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which agreements,
if not resolved to their satisfaction, would have caused it to make a reference
to the subject matter of the disagreement in connection with its report.
(c) The report of Mazars & Guerard, LLP for the year ended December 31,
1998 does not contain an adverse opinion or a disclaimer of opinion, or a
qualification or modification as to uncertainty, audit scope or accounting
principles.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
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16. Letter from Mazars & Guerard, LLP.
Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
PRETORY USA, INC.
By: /s/ Raquel Velasco
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Raquel Velasco
Chairman of the Board and
President
Dated: June 26, 2000
