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) January 15, 1999
CONTINENTAL HERITAGE CORPORATION
(Exact name of Registrant as Specified in Charter)
Delaware 000-7633 75-1449332
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
2140 America's Cup Circle, Las Vegas, Nevada 89117
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (702) 228-8146
---------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
Item 4. Changes in Registrant's Certifying Accountant
(a) Dismissal of Independent Accounting Firm
(i) Spillar, Mitcham, Eaton & Bicknell, L.L.P. ("Spillar"), the
independent accounting firm which audited the financial statements of the
registrant during fiscal year 1997, was dismissed by the registrant on January
15, 1999.
(ii) Spillar's report on the registrant's financial statements for either
of the past two years did not contain an adverse opinion or a disclaimer of
opinion, and, except as to the ability of the registrant to continue as a going
concern, was neither qualified nor modified as to uncertainty, audit scope, or
accounting principles.
(iii) The decision to change accountants was approved by the Board of
Directors of the registrant on January 15, 1999.
(iv) During the registrant's two most recent fiscal years and any
subsequent interim period preceding such dismissal, there were no disagreements
with Spillar on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of Spillar, would have caused it to make
reference to the subject matter of the disagreement(s) in connection with its
report.
(v) During the registrant's two most recent fiscal years and any
subsequent interim period preceding such dismissal, the registrant has had no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
(b) Engagement of New Independent Accountants
The registrant has engaged Buchbinder Tunick & Company, L.L.P. as its new
independent accountants effective January 15, 1999. During the registrant's
two most recent fiscal years and any subsequent interim period prior to
engaging such accountants, the registrant has not consulted with Buchbinder
Tunick & Company, L.L.P. regarding any of the matters specified in Item
304(a)(2) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Financial Statements
(a) Financial Statements: Not applicable.
(b) Pro Forma Financial Information required pursuant to Article 11 of
Regulation S-X: Not applicable.
Exhibits:
16.1 Letter from. Spillar, Mitcham, Eaton & Bicknell, L.L.P. to the Securities
and Exchange Commission dated January 20, 1999.
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.
Continental Heritage Corporation
(Registrant)
Date: January 22, 1999. By:/s/Steve Gould
Steve Gould
President and Principal
Executive Officer
EXHIBIT 16.1
[Spillar, Mitcham, Eaton & Bicknell, L.L.P. letterhead]
January 20, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Continental Heritage Corporation in Item
4 to its Current Report on Form 8-K (copy attached), which we understand will
be filed with the Commission on or about January 25, 1999. We agree with the
statements concerning our firm in such Form 8-K.
Very truly yours,
/s/Spillar, Mitcham, Eaton & Bicknell, L.L.P.
