<PAGE>
UNITED STATES
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
APRIL 23, 1997
-----------------------------------------------
Date of Report (Date of earliest event reported)
SEAL FLEET, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 0-5668 74-1670096
--------------------------- ----------- --------------
State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
125 WORTH AVENUE, SUITE 314, PALM BEACH, FL. 33480
-------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
1-561-833-5111
--------------------------------------------------
Registrant's telephone number, including area code
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
On April 23, 1997, at the recommendation of the Board of Directors,
Ernst & Young LLP was engaged as the Company's new principal
independent accountants for the fiscal year 1997, subject to shareholder
approval at the annual meeting of shareholders scheduled for May 14,
1997. Pannell Kerr Forster of Texas, P.C. was notified that it will not be
re-engaged as the Company's principal independent accountants.
Pannell Kerr Forster of Texas, P.C.'s reports on the financial statements of
the Company for the last two years did not contain an adverse opinion or
disclaimer of opinion and were not modified as to audit scope or
accounting principles. The report on the financial statements for the 1995
and 1994 fiscal years raised an issue concerning the Company's ability to
continue as a going concern, but the report on the financial statements for
the 1996 fiscal year did not raise this as an issue.
During the two most recent fiscal years and the latest interim period there
were no disagreements with Pannell Kerr Forster of Texas, P.C. on any
matter of accounting principles, financial statement disclosure, or auditing
scope or procedure. During this period, neither the Company nor anyone
on its behalf consulted the newly-engaged principal accountants, Ernst &
Young LLP, regarding the application of accounting principles to a
specific completed or contemplated transaction, or the type of audit
opinion that might be rendered on the Company's financial statements,
and no advice was provided by Ernst & Young LLP regarding accounting,
auditing or financial reporting issues.
The Registrant has requested that Pannell Kerr Forster of Texas, P.C.
furnish it with a letter addressed to the SEC stating whether it agrees with
the above statements. A copy of Pannell Kerr Forster of Texas, P.C.'s
letter to the SEC, dated April 29, 1997, is filed as Exhibit 16 to the Form
8-K.
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
16. Letter re 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.
SEAL FLEET, INC.
Signed: /s/ James S. Goodner
-----------------------------
James S. Goodner, Vice President and
Chief Financial Officer
April 30, 1997
<PAGE>
Exhibit Index
-------------
Exhibit Number Exhibit
- - -------------- -------
16 Letter re change in certifying accountant.
EXHIBIT 16
PANNELL KERR FORSTER OF TEXAS, P.C.
5847 SAN FELIPE, SUITE 2300
HOUSTON, TEXAS 77057
Phone: (713) 780-8007
Fax: (713) 784-3360
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of the Current Report on Form 8-K of Seal Fleet, Inc.
(Commission File No. 0-5667) and we agree with the statements contained
therein as they relate to our firm.
/s/ Pannell Kerr Forster of Texas, P.C.
PANNELL KERR FORSTER OF TEXAS, P.C.
Houston, Texas
April 29, 1997
