NUMEX CORP
8-K/A, 1998-05-12
BUSINESS SERVICES, NEC
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 -------------

                                  FORM 8-K / A
                                (Amendment No. 1)

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): April 30, 1998


                                NUMEX CORPORATION
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



       Delaware                   0-9459                       06-1034587
- --------------------------------------------------------------------------------
(State or Other Jurisdiction     (Commission)               (I.R.S. Employer
   of Incorporation )               File No.                Identification No.)

14115 S. Pontlavoy Ave., Santa Fe Springs, California             90670
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)

Registrant's telephone number, including area code:  (562) 404-7176


                    Not applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)



<PAGE>


Item 4.  Changes in Registrant's Certifying Accountant

         On May 5, 1998,  Numex  Corporation  (the "Company")  received a letter
dated April 30, 1998 (and postmarked May 4, 1998) from Singer, Lewak,  Greenbaum
& Goldstein,  LLP (the "Accountants")  advising the Company that the Accountants
were  resigning  as of April 30,  1998 as the  independent  accountants  for the
Company.

         The opinion  provided by the  Accountants  for the Company's  financial
statements  for the past two fiscal years have contained a  qualification  as to
the Company's ability to continue as a going concern, but have not contained any
other type of adverse  opinion,  disclaimer of opinion,  or  modification  as to
uncertainty, audit scope or accounting principles.

         In  considering  whether  to  renew  its  engagement  as the  Company's
independent  auditors for the fiscal year ended March 31, 1998, the  Accountants
requested  that,  if the  Company  sought  to  eliminate  a  liability  from the
Company's  financial  statements because the Company had no legal or contractual
obligation to pay such liability,  the Company obtain either a verification from
a party as to the Company's  potential  liability under the terms of a licensing
agreement as part of its auditing  procedures or a legal opinion  regarding such
potential  liability.  For business  reasons  unrelated to an audit, the Company
preferred  not to request such a  verification  and sought to instead  provide a
form of legal opinion which would satisfy the Accountants'  auditing  procedures
regarding the potential liability. The Company had engaged its corporate counsel
to prepare a form of opinion to address this issue.  Discussions  regarding  the
form of  opinion,  and the  potential  elimination  of the  liability,  were not
completed as of April 30, 1998.

         The Company is in the process of interviewing other accounting firms to
serve as the Company's independent accountants.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

                                    Exhibits

     1. Letter dated April 30, 1998  regarding  change in certifying  accountant
        (Previously  filed as an exhibit to the Company's Current Report on Form
        8-K,  which was filed with  Securities  and Exchange  Commission  on May
        6,1998.)

     2. Letter dated May 8, 1998 from  auditors  confirming  statements  made in
        said Current Report on Form 8-K. (filed herewith)

<PAGE>



                                    SIGNATURE


         Pursuant to the  requirements  of Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned thereunto duly authorized.


                                           NUMEX CORPORATION



                                           By  /s/     Jack I. Salzberg
                                           President and Chairman of the Board


Dated:  May 12, 1998



<PAGE>




                                    Exhibit 2

                          (Accounting firm Letterhead)



                                   May 8, 1998


Securities Exchange Commission
Washington, DC 20549

Re:  Numex Corporation
     File No. 0-9459


Dear Sir or Madam:

We have read Item 4 of the Form 8-K of Numex  Corporation  dated April 30, 1998,
and agree with the statements contained therein.


                                    Very truly yours,


                                    /s/ Singer Lewak Greenbaum & Goldstein LLP
                                    SINGER LEWAK GREENBAUM & GOLDSTEIN LLP




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