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 (Date of earliest event reported):
August 6,1997
International Thoroughbred Breeders,Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-9624 22-2332039
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
P.O. Box 1232
Cherry Hill, NJ 08034
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
609-488-3838
Item 4. Changes in Registrant's Certifying Accountant.
On August 6, 1997, the Registrant sent notice to
the accounting firm of Moore Stephens, P.C. that the
Registrant would not retain it to audit the Registrant's
financial statements for the fiscal year ending June 30,
1997. Moore Stephens had been the Registrant's principal
accountants for the purpose of auditing its financial
statements since the fiscal year ended June 30, 1981. The
report of Moore Stephens on the consolidated financial
statements of the Registrant for the two most recent fiscal
years did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principles. The
Registrant has had no disagreements with its former
principal accountants on any matter of accounting principles
or practices, financial statement disclosure or auditing
scope or procedure which disagreements, if not resolved to
the satisfaction of the former principal accountants, would
have caused it to make reference to the subject matter of
the disagreements in connection with its report relating to
the audits for the Registrant's two most recent fiscal years
or during the period from July 1, 1996 to August 6, 1997.
The Registrant's decision not to continue to
retain Moore Stephens was not based on the expectation that
any disagreement would arise in connection with the audit of
its financial statements for the current fiscal year. The
decision not to retain Moore Stephens was made by the
Exectutive Committee of the Registrant's Board of Directors
pursuant to the authority granted to the Executive
Committee, upon the recommendation of the Audit Committee of
the Registrant's Board of Directors, in connection with the
change in management of the Registrant and the belief that a
larger, nationwide firm will be more able to service the
Registrant in the future. As required by Rule 304
promulgated under the Securities Exchange Act of 1934, as
amended, the Registrant has filed as an exhibit to this
Report a letter of Moore Stephens in which Moore Stephens
has expressed a disagreement as to the grounds for its
termination. The Registrant considers the characterizations
of its former auditor unfounded. Moore Stephens had not
commenced its review of the fourth quarter in connection
with an audit for the fiscal year ended June 30, 1997 prior
to its termination and, as a result, was not consulted by
the Board of Directors or any committee thereof concerning
the transactions to which its letter refers. The Registrant
will provide to its new auditors, upon engagement, all
information concerning these and any other matters in
connection with its audit.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
The following exhibit is filed as part of this
Current Report on Form 8-K:
16. Letter re: change in certifying accountant
SIGNATURE
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
thereunto duly authorized.
Dated: August 20, 1997 INTERNATIONAL THOROUGHBRED BREEDERS, INC.
By/s/Nunzio P. DeSantis
Nunzio P. DeSantis
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT INDEX
Exhibit
Number Description of Document
16 Letter re: change in certifying accountant
EXHIBIT 16
[Letterhead of Moore Stephens, P.C. appears here]
August 18, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We have reviewed the information contained under Item 4 in the
Form 8-K filed August 13, 1997 on behalf of International
Thoroughbred Breeders, Inc. ["ITB"] [Commission File No. 0-9624]
and disagree with the statements made in the 2nd paragraph
therein as set forth on Exhibit A attached.
Very truly yours,
By/s/Moore Stephens, P.C.
MOORE STEPHENS, P.C.
Certified Public Accountants
EXHIBIT A
Moore Stephens has been advised by certain members of the Board
of Directors of International Thoroughbred Breeders Inc. ["ITB"]
and by a member of the Audit Committee that the purported
dismissal of Moore Stephens on August 4, 1997 was in
contravention of ITB's By-Laws and/or resolutions of the Board of
Directors in that:
1. Moore Stephens was retained by action of the entire Board of
Directors and that the purported termination was as a result
of alleged action by the Audit Committee;
2. Although the purported termination of Moore Stephens was undertaken
by alleged action of the Audit Committee, Moore Stephens was
advised by a member of the Audit Committee that he had no knowledge
of any meeting or action by the Audit Committee concerning a change
in auditors;
The purported discharge of this firm was likely motivated to
avoid a potential disagreement by this firm and current
management concerning the following:
1. The recent issuance of ITB's securities, i.e. 2.1 million shares
of common stock, in possible contravention of ITB's By-Laws and/or
Board of Directors resolutions;
2. The effectiveness of certain provisions of the By-Laws
and/or Board of Directors resolutions mandating
approval of a super-majority of the Board of Directors
with respect to certain actions; and
3. Various management practices.
