SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
October 20, 1998
Date of Report
(Date of Earliest Event Reported)
INTERNATIONAL HERITAGE, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Nevada 002-97690-D 87-0421191
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
Carolina Place
2626 Glenwood Avenue, Suite 200
Raleigh, North Carolina 27608
(Address of Principal Executive Offices)
(919)571-4646
Registrant's Telephone Number
Item 1. Changes in Control of Registrant.
None; not applicable.
Item 2. Acquisition or Disposition of Assets.
None; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
On October 23, 1998, Eilers, Jones, Brown & McLeod, CPA's, PA, resigned as the
Company's certifying accountants due to the fact that the Certifying
Accountants are no longer independent. The written resignation was received
by the Company November 3, 1998.
Item 5. Other Events.
On October 20, 1998, in a special meeting of the Board of Directors, the Board
accepted the resignation of O. Kenneth Rudd, III, Executive Vice President of
the Company.
On October 21, 1998, class certification was denied in the action Marsh v.
International Heritage, Inc., Stanley L. Van Etten, Claude Savage and Larry
Smith, District Court of Dallas County, Texas, 101st Judicial District, case
number 98-2332-E.
On October 24, 1998, at the regularly scheduled meeting of the Board of
Directors, the Board accepted the resignation of Robert M. Hukezalie, Chief
Operating Officer, Kevin D. Jones, Chief Information Officer and Christopher
A. Reid, Vice President and Chief Compliance Officer. The Board also accepted
the resignation of Georgina Marie Mollick, Vice President of Legal Affairs and
Assistant Corporate Secretary as an officer of the Company and Angie C.
Stewart, Corporate Secretary for the Company and its subsidiaries. Ms.
Mollick and Ms. Stewart will continue to be employed by the Company.
In the October 24, 1998, Board of Director's Meeting, the Board resolved to
waive any contractual or other restriction upon its Independent Retail Sales
Representatives ("IRSRs") which would limit or impede them from contracting
with other network marketing companies. This action was taken in order to
allow the Company to take steps to convert its operations from a multi-level
marketing company to a direct marketing company. The Company will eliminate
the recruitment of new IRSRs from its marketing plan and will continue to
market its existing product lines consisting of fine jewelry, collectibles,
sports equipment, telecommunications services and a proprietary line of skin
care and nutritional products through all forms of media, including print,
radio and television advertising. The Company will reduce its number of
employees and consolidate its offices as part of this change in operations.
On October 26, 1998, John D. Brothers, Chief Operating Officer submitted his
resignation to the Board of Directors. It is anticipated that Mr. Brothers'
resignation will be accepted at the next meeting of the Board.
There were no disputes with respect to these resignations.
Item 6. Resignations of Registrant's Directors.
On October 20, 1998, in a special meeting of the Board of Directors, the Board
accepted the resignation of O. Kenneth Rudd, III.
On October 24, 1998, at the regularly scheduled meeting of the Board of
Directors, the Board accepted the resignation of Harry B. Mains and John W.
Hemmer.
On October 25, 1998, Evonne B. Eckenroth submitted her resignation to the
Board of Directors. It is anticipated that Ms. Eckenroth's resignation will
be accepted at the next meeting of the Board.
On October 26, 1998, John D. Brothers verbally submitted his resignation to
the Board of Directors. It is anticipated that Mr. Brothers' resignation will
be accepted at the next meeting of the Board.
There were no disputes with respect to these resignations.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibit Description
16 Resignation of Certifying Accountants
Item 8. Change in Fiscal Year.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL HERITAGE, INCORPORATED
Date: 11/02/98. By: /s/ Stanley H. Van Etten
______________________________________
President, CEO and Chairman of the Board
[LETTERHEAD OF EILERS, JONES, BROWN & MCLEOD, CPAS, PA]
October 23, 1998
Mr. Stanley H. Van Etten
President
International Heritage, Incorporated
2626 Glenwood Avenue, Suite 200
Raleigh, North Carolina 27608
Dear Mr. Van Etten:
Based on the closing of the Raleigh Flyer's transaction on October 16, 1998,
Eilers, Jones, Brown & McLeod, CPA's, PA (the "Firm") is not independent from
International Heritage, Incorporated ("IHI"). The reason that we are no
longer independent is because the Raleigh Flyers are owned 50% by IHI's
President and 50% by the Firm's President. We have enjoyed a very strong and
professional relationship and if there is anything we can do to help IHI,
please let us know.
Sincerely,
/s/Davin W. Brown
Davin W. Brown, President
