SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 4, 1998
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J R CONSULTING, INC.
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(Exact name of registrant as specified in its charter)
Nevada 2-78335-NY 13-3121128
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
180 Varick Street, 13th Floor, New York, New York 10014
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 807-6777
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N/A
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountants.
On September 4, 1998, the Registrant's Board of Directors appointed
Marcum & Kliegman LLP ("M&K") as the Registrant's independent auditors for the
fiscal year ending June 30, 1998, and dismissed Coopers & Lybrand ("C&L"), which
had audited the Registrant's financial statements for the previous two fiscal
years ended June 30, 1997 and 1996, respectively.
M&K has audited the financial statements of Prima Eastwest Model
Management, Inc., a California corporation and a wholly-owned subsidiary of the
Registrant ("Prima"), since the Registrant acquired Prima in March 1996. M&K is
familiar with the financial recordkeeping requirements of the model agency
business in general and of Prima in specific. The Registrant can achieve
significant cost savings if M&K audits the financial statements of the
Registrant's model agency business in the United States for the fiscal year
ended June 30, 1998. The Registrant considers the appointment of M&K to audit
the Registrant's consolidated financial statements for the fiscal year ended
June 30, 1998, to be the most economical and logical choice practically
available to it at present.
With respect to the Registrant's financial statements for the fiscal
year ended June 30, 1996, C&L originally issued a disclaimer of opinion dated
July 31, 1997. In the disclaimer, C&L stated that, for the period from March 1,
1996, through June 30, 1996, during which Prima formed part of the Registrant's
organization for 1996 fiscal year financial statement purposes, the records
maintained by Prima were unauditable with respect to balances for accounts
receivable from and accounts payable to models, as explained in Note 3 to those
financial statements. Because of the absence of reliable financial records for
Prima and the impossibility to apply the necessary auditing procedures, C&L
stated that the scope of its work was not sufficient to enable it to express an
opinion on the Registrant's financial statements for that fiscal year.
C&L thereafter issued an opinion, which was dated May 1998 and was
subject to a going concern qualification, on the Registrant's financial
statements for the two fiscal years ended June 30, 1997. In the opinion, C&L
stated that, as described in Note 3 to those financial statements, the
Registrant had been able to adequately re-construct the accounting records of
Prima so as to be able to restate the records for accounts receivable and
accounts payable to models for the fiscal year ended June 30, 1996. That
resulted in C&L being able to express the opinion dated May 1998 on the
Registrant's financial statements for the fiscal year ended June 30, 1996, which
is different from the previous disclaimer of opinion dated July 31, 1997.
Other than the foregoing, none of C&L's reports on the Registrant's
financial statements for either of the Registrant's past two fiscal years
contained an adverse opinion or disclaimer of opinion, or was modified as to
uncertainty, audit scope, or accounting principles. During those two fiscal
years and the subsequent interim period through September 4, 1998, there were no
disagreements with C&L on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
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Item 7. Financial Statements and Exhibits.
(a) Exhibits:
16.1 Letter on change in certifying accountant from
Coopers & Lybrand.*
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* To be filed by amendment.
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.
Date: September 15, 1998 J R CONSULTING, INC.
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(Registrant)
By: /s/ Peter Zachariou
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Peter Zachariou, President
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