ABC DISPENSING TECHNOLOGIES INC
8-K, 1997-03-26
SPECIAL INDUSTRY MACHINERY, NEC
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 26, 1997


                        ABC DISPENSING TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          FLORIDA                     0-14922                59-2001203
- --------------------------------------------------------------------------------
(State or other jurisdiction of       (Commission            (I.R.S. Employer
incorporation or organization)        File Number)           Identification No.)


          451 KENNEDY ROAD
          AKRON, OHIO                                        44305
- --------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)


       Registrant's telephone number, including area code: (330) 733-2841
 


                                       N/A
         -------------------------------------------------------------  
         (Former name or former address, if changed since last report)



<PAGE>


Item 4.     Changes in Registrant's Certifying Accountant.
            ---------------------------------------------

            On March  20,  1997,  the  Registrant  notified  Ernst & Young,  LLP
("E&Y") that they were dismissed as the Registrants' independent auditor.

            The Registrant and E&Y have not, in connection with the audit of the
Registrant's  financial  statements  for each of the prior two years ended April
27, 1996 and April 29, 1995 or for any  subsequent  interim  period prior to and
including  March 20,  1997,  had any  disagreement  on any matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure, which disagreement, if not resolved to E&Y's satisfaction, would have
caused  E&Y to make  reference  to the  subject  matter of the  disagreement  in
connection with its reports.

            The reports of E&Y on the  Company's  financial  statements  for the
past two fiscal  years did not  contain an adverse  opinion or a  disclaimer  of
opinion and were not  qualified  or modified as to  uncertainty,  audit scope or
accounting principles,  except that the report of E&Y on the Company's financial
statements for the year ended April 27, 1996 included an  explanatory  paragraph
relating to an  uncertainty  about the Company's  ability to continue as a going
concern.

            The decision to change  accountants was approved by the Registrant's
board of directors.

            On March 20, 1997, the Registrant appointed Grant Thornton,  LLP its
independent accountant and Grant Thornton, LLP accepted such appointment.

            The Registrant had no relationship with Grant Thornton, LLP required
to be reported  pursuant to Regulation S-K item 304(a)(2)  during the two fiscal
periods  ended  April 27, 1996 and April 29,  1995,  or the  subsequent  interim
period prior to and including March 20, 1997

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.
            ------------------------------------------------------------------
 
            (c)   Exhibits.

                  16.1  Letter  from  E&Y  regarding  its  concurrence  with the
                        Registrant's statement regarding change of accountants.















                                       -2-

<PAGE>


                                    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 hereunto duly authorized.


                                          ABC DISPENSING TECHNOLOGIES, INC.


Date:  March 26, 1997                     By: /s/ Charles M. Stimac, Jr.
                                             -----------------------------------
                                          Charles M. Stimac, Jr.
                                          President/CEO



































                                       -3-




EXHIBIT 16.1 TO FORM 8-K








March 26, 1997



Securities and Exchange Commission
450 Fifth Street, North West
Washington, D.C.   20549

Gentlemen:

We have  read  Item 4 of Form  8-K  dated  March  26,  1997,  of ABC  Dispensing
Technologies,  Inc. and are in agreement  with the  statements  contained in the
first three paragraphs on page 2 therein.  We have no basis to agree or disagree
with other statements of the registrant contained therein.

Very truly yours,


/s/ ERNST & YOUNG LLP
- ---------------------
ERNST & YOUNG LLP












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