UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) July 14, 1997
(July 18, 1997)
COMTEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Mexico 0-12116 75-2456757
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of Incorporation)
10555 E. Bethany Drive, Aurora, Co. 80014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 627-
8367
This Document consists of 4 pages
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
1. On July 14, 1997 the Board of Directors of ComTec
International, Inc. ("the Company") accepted the resignation of
Ehrhardt Keefe Steiner & Hottman, P.C., Certified Public
Accountants ("EKS&H") as the Company's independent auditors,
effective July 14, 1997 and appointed as its new certifying
independent auditors, Hixson, Marin, Powell & DeSanctis, P.A.,
Certified Public Accountants. EKS&H's report on the Company's
financial statements during the most recent reported fiscal year
(year ended 6/30/96) and all subsequent interim periods preceding
the date of hereof contained no adverse opinion or a disclaimer of
opinions, and was not qualified as to uncertainty, audit scope or
accounting principles except as follows:
EKS&H's report on the Company's financial statements during
the most recent reported fiscal year (year ended 6/30/96)
contained the following paragraph:
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. The Company has incurred losses from operations and
has yet to begin its planned principal operations raise
substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are
discussed in Note 2 of the consolidated financial statement.
The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
The report on the Company's financial statements for the fiscal
year ended 6/30/95, prepared by the firm of Causey Demgen & Moore,
Inc., contained no adverse opinion or a disclaimer of opinions, and
was not qualified as to uncertainty, audit scope or accounting
principles except as follows:
Causey Demgen & Moore, Inc.'s report on the Company's
financial statements during the fiscal year ended 6/30/95
contained the following paragraph:
The accompanying consolidated financial statements have been
prepared assuming that the Companies will continue as a going
concern. As shown in the financial statements, the Companies
have incurred substantial losses since inception and on a
combined basis reflect a substantial deficit in working
capital, which raises substantial doubt about the ability of
the Companies to continue as a going concern. Management's
plans in regard to these matters are discussed in Note 1. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
2. During the last two fiscal years and the subsequent interim
period to the date hereof, there were no disagreements between the
Company and EKS&H on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction
of EKS&H would have caused it to make a reference to the subject
matter of the disagreements in connection with its reports.
3. None of the "reportable events" described in Item 304(a)(1)(ii)
of Regulation S-K occurred with respect to the Company within the
past two fiscal years and the subsequent period to the date hereof.
4. Effective July 14, 1997 the Board of Directors engaged Hixson,
Marin, Powell & DeSanctis, P.A., Certified Public Accountants, as
its principal independent accountants. During the last two fiscal
years and the subsequent interim period to the date hereof, Crown
did not consult Hixson, Marin, Powell & DeSanctis, P.A. regarding
any of the matters or events set forth in Item 304(a)(2)(i) and
(ii) of Regulation S-K.
<PAGE>
5. The Company has requested Ehrhardt Keefe Steiner & Hottman,
P.C. to furnish it with a letter addressed to the Securities and
Exchange Commission stating whether Ehrhardt Keefe Steiner &
Hottman, P.C., agrees with the statements contained in the first,
second and third paragraphs above. A copy of the letter from
Ehrhardt Keefe Steiner & Hottman, P.C., is filed as Exhibit 1
hereto.
Item 7: Financial Statements and Exhibits
(1.) letter from Ehrhardt Keefe Steiner & Hottman, P.C., to
the Securities and Exchange Commission dated April 16th , 1997.
SIGNATURES
Pursuant to the requirement 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.
ComTec International, Inc.
(Registrant)
Date: July 17th , 1997
s/s Donald G. Mack
________________________________________
Donald G. Mack - Authorized Officer
Treasurer, and President.
<PAGE>
Ehrhardt
Keefe
EKS&H Steiner &
Hottman PC
Certified Public Accountants
and Consultants
Securities and Exchange Commission
450 5th Street N.W.
Washington D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K of Comtec
International, Inc. dated July 17, 1997.
s/Ehrhardt Keefe Steiner & Hottman PC
Ehrhardt Keefe Steiner & Hottman PC
Denver, Colorado
July 17, 1997
