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
Date of Report (date of earliest event reported):
May 20, 1997
COMMISSION FILE NUMBER: 0-8536
THE NEW PARAHO CORPORATION
Exact name of Registrant as specified in its charter
Colorado 84-1034362
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5387 Manhattan Circle, #104, Boulder, CO 80303-4219
(Address of principal executive offices (Zip code)
Registrant's telephone number, including area code:(303)543-8900
Former name, former address and former fiscal year, if changed
since last report: N/A
ITEM 4: CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT.
On May 20, 1997 the board of directors of The New Paraho
Corporation (the "Registrant") approved the engagement of Hein +
Associates LLP, of Denver, Colorado, to audit and report on the
Registrant's financial statements for the year ended June 30, 1997.
On such date, the board of directors also approved the dismissal of
Ernst & Young LLP, of Denver, Colorado as the Company's previous
auditors.
The report of Ernst & Young LLP on the Company's financial
statements as of June 30, 1996, and for the year then ended
contained an explanatory paragraph as to the ability of the
Registrant to continue as a going concern.
During the Registrant's two most recent fiscal years and subsequent
interim periods preceding the dismissal of Ernst & Young LLP, there
were no disagreements with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Ernst & Young LLP, would have caused it to
make reference to the subject matter of the disagreement in
connection with its report.
The Registrant has provided the former accountant, Ernst & Young
LLP, with a copy of the foregoing disclosures. A letter, addressed
to the Commission, by the former accountants stating that it agrees
with the above statements made by the Registrant is attached hereto
as an exhibit.
During the two most recent fiscal years and the subsequent interim
period preceding Ernst & Young LLP's dismissal, the Registrant was
not advised by Ernst & Young LLP that internal controls necessary
for the Registrant to develop reliable financial statements do not
exist nor that information has come to its attention that led it to
no longer be able to rely on management's representations or that
has made it unwilling to be associated with the financial
statements prepared by management. The Registrant has not been
advised by Ernst & Young LLP of the need to expand significantly
the scope of the Registrant's audit, nor has the Registrant been
advised that during the two most recent fiscal years and the
subsequent interim periods preceding its dismissal, information has
come to the attention of Ernst & Young LLP that if investigated may
(i) 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 periods subsequent to the date of the most
recent financial statements covered by an audit report (June 30,
1996), or (ii) cause Ernst & Young LLP to be unwilling to rely on
management's representations or be associated with the Registrant's
financial statements.
The Registrant has not been advised by Ernst & Young LLP that
information has come to its attention that it has concluded
materially impacts the fairness or reliability of either (i) a
previously issued audit report or the underlying financial
statements or (ii) the financial statements issued or to be issued
covering the fiscal periods subsequent to June 30, 1996.
No consultations occurred between the Registrant and Hein +
Associates LLP during the two most recent fiscal years and any
subsequent interim periods prior to Hein + Associates LLP's
appointment, regarding the application of accounting principles,
the type of audit opinion, or other information considered by the
Registrant in reaching a decision as to any accounting, auditing,
or financial reporting issue.
May 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated May 28, 1997, of The New Paraho
Corporation and are in agreement with the statements contained in the
third, fourth, sixth and seventh paragraphs on pages two and three
therein. We have no basis to agree or disagree with other statements
of the registrant contained therein.
ERNST & YOUNG LLP
