UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Act of 1934
July 27, 1998
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Date of report
Empire Gold Inc.
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(exact name of registrant as specified in its charter)
Indiana 1-4799 35-0540454
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
802 - 1985 Bellevue Ave., West Vancouver, British Columbia, Canada, V7V 1B6
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(Address and Zip Code of principal executive offices)
604-921-2811
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(Registrant's telephone number)
300-90 Adelaide Street West, Toronto, Ontario, Canada M5H 3V9
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(former name or former address, if changed since last report)
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ITEM 304 - CHANGE IN PRINCIPAL AUDITORS PURSUANT TO REGULATION S-K
On September 2, 1997, the board of directors and shareholders of Empire Gold,
Inc. (the "Company") (formerly National Enterprises Inc.) approved the
termination of James Smith & Company, P.C. as the Company's principal
accountants and approved the appointment of KPMG Peat Marwick LLP as the
Company's auditor. By letter dated June 2, 1998 the firm of James Smith &
Company, P.C. was notified of the Company's appointment of KPMG Peat Marwick LLP
as its auditors.
In connection with the audits of the two fiscal years ended December 31, 1996
and December 31, 1995 and the subsequent interim period preceding termination of
their appointment, there were no disagreements with James Smith & Company, P.C.
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not resolved
to their satisfaction would have caused them to make reference in connection
with their opinion to the subject matter of the disagreement.
The audit reports of James Smith & Company, P.C. on the financial statements of
the Company for the years ended December 31, 1996 and 1995, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles except as follows:
(a) The report of James Smith & Company, P.C. on the financial statements of
the Company as of and for the two years ended December 31, 1995 was
modified to indicate that "[t]he accompanying consolidated financial
statements have been prepared assuming that the company will continue as a
going concern. As discussed in Note 1 to the financial statements, on April
14, 1992, the Company was reorganized under Chapter 11 of the U.S.
Bankruptcy code. Under the Plan of Reorganization most of the operation
assets have been sold or transferred to a liquidating trust for the benefit
of creditors. The company's ability to generate cash adequate to meet its
needs depends on its ability to realize assets and liquidate its
liabilities in the ordinary course of business and to develop profitable
new business activities. These maters raise substantial doubt about its
ability to continue as a going concern. The financial statement do not
include adjustments that might result from the outcome of this
uncertainty."; and
(b) The report of James Smith & Company, P.C. on the financial statements of
the Company as of and for the two years ended December 31, 1996 was
modified to indicate that "[t]he accompanying consolidated financial
statements have been prepared assuming that the company will continue as a
going concern. As discussed in Note 1 to the consolidated financial
statements, on April 14, 1992, the Company was reorganized under Chapter 11
of the U. S. Bankruptcy Code. Under the Plan of Reorganization most of the
operating assets have been sold or transferred to a liquidating trust for
the benefit of creditors. During 1996, the Company sold its subsidiaries
which held all of its remaining operating assets. It then acquired a new
subsidiary which owned certain mineral concessions. These concessions are
unproven and the Company's ability to establish ongoing operations is
dependent upon these
<PAGE>
Empire Gold Inc.
Form 8-K/A, July 27, 1998 page 3
rights being commercially developed and the Company's ability to raise
adequate capital to develop them. The consolidated financial statements do
not include adjustments that might result from the outcome of this
uncertainty."
ITEM 7(c) - Exhibits
The following is a list of exhibits filed as part of this Form 8-K/A.
Item 601
Category Exhibit
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16 Letter of James Smith & Company, P.C. pursuant to Regulation S-B Item
304(a)(3)
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act, 1994, the registrant
had duly caused the report to be signed on its behalf by the undersigned
hereunto duly authorised.
DATED this 24th day of July, 1998
EMPIRE GOLD INC.
per: /s/ Eunice Ludlow
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Eunice Ludlow
Chief Financial Officer and Secretary
James Smith & Company
a Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
420 Glen Lakes Tower, 9400 N. Central Expressway
Dallas, Texas 75231-5098
214/373-8900, Fax 214/369-8314
July 21, 1998
United States Securities and Exchange Commission
Washington, D. C. 20549
Dears Sirs:
We refer to Form 8-K filed by Empire Gold, Inc. on June 2, 1998, under the
Securities act of 1934, as amended. In connection with the Form 8-K, we agree
with, as of the date hereof, all statements made with regard to Item 304-Change
in Principal auditors pursuant to Regulation S-K.
/s/ James Smith & Company
