SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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
(State or other (Commission (IRS Employer
jurisdiction of File Number Identification
incorporation) Number)
161 West 54th Street, Suite 602, New York, New York 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (212) 707-8661
----------------------------------------------------
(Former name or former address, if changed since last report.)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16. Letter from Mazars & Guerard, LLP.
Signatures
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
Raquel Velasco
Chairman of the Board and
President
Dated: May 17, 2000
Exhibit 16
Mazars & Guerard, LLP
May 10, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Re: Pretory USA, Inc.
Gentlemen:
We have read Item 4 of the Current Report on Form 8-K (the "Form 8-K") of
Pretory USA, Inc. ("Pretory" or the "Company"), which is dated April 21, 2000 (a
copy of which is attached) and was transmitted to us by the Company's attorney,
postmarked April 26, 2000. We disagree with certain statements in the Form 8-K.
Our comments with respect to the Company's statements in the Form 8-K are as
follows:
- -- We disagree with the Company's statement in Item 4(a) of the Form 8-K that
"the Company was subsequently informed by Mazars & Guerard, LLP that they
will continue acting as auditors for the Company's principal operating
subsidiary." We never made such a statement, and we in fact are in the
process of resigning as auditors for the Company's principal operating
subsidiary in accordance with French law.
- -- We disagree with the Company's statement in Item 4(b) of the Form 8-K that
"there were no disagreements with Mazars & Guerard, LLP on any matters of .
. . auditing scope or procedure, which agreements [sic], 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."
During the audit of the Company's financial statements for the period ended
December 31, 1999, we determined that it was necessary to obtain
confirmation from The Concorde Trust of an account receivable due to the
Company from The Concorde Trust in connection with an ostensible contract
(the "Contract") between the Company, The Concorde Trust and the Norwegian
People's Aid Society. The Company's management resisted our effort to
obtain confirmation of the account receivable from The Concorde Trust. This
disagreement ultimately was resolved to our satisfaction when the Company's
management agreed to allow us to request confirmation of the account
receivable from the Norwegian People's Aid Society.
<PAGE>
- -- In the Form 8-K, the Company does not mention, as it is required under
Regulation 229.304(a)(1)(v)(B) and (C)(ii), that our firm resigned as the
Company's auditors on the grounds, inter alia, that information had come to
our attention that led us to no longer be able to rely on management's
representations, or that made us unwilling to be associated with the
financial statements prepared by management.
The circumstances causing us to become unable to rely upon the
representations of management are as follows. In response to our request
for the Norwegian People's Aid Society to confirm the account receivable
due to the Company under the Contract, we received a statement by the
Norwegian People's Aid Society disclaiming any knowledge of the Contract.
Subsequent communications with management and a relative of management
regarding this topic resulted in inconsistent and contrary statements and
representations, leading us to the judgment that we could not rely upon
management's representations.
- -- In the Form 8-K, the Company also does not mention that our resignation as
auditors for the Company was predicated in part upon our conclusion that
our independence may have been impaired by management's threats to initiate
litigation against us.
For the foregoing reasons, we resigned as the Company's auditors without
issuing any report or opinion regarding the Company's financial statements for
the period ended December 31, 1999.
Very truly yours,
/s/Mazars & Guerard, LLP
Mazars & Guerard, LLP
