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
May 13, 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 84-1398635
(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.
Pritchett, Siler & Hardy, P.C., Certified Public Accountants, of
Salt Lake City, Utah, audited the financial statements of the Company for the
calendar years ended December 31, 1997 and 1996; these financial statements
accompanied the Registrant's 10-KSB Annual Report for the year ended December
31, 1997, which was previously filed with the Securities and Exchange
Commission.
Eilers, Jones, Brown & McLeod, P.A., Certified Public Accountants,
of Raleigh, North Carolina, were engaged on or about May 13, 1998, by the
Board of Directors of the Company, to prepare the audited financial statements
of the Company for the one year ended December 31, 1998, and to assist the
Company in compiling its interim quarterly reports, based upon management's
financial statements, which quarterly statements will promptly be filed with
the Securities and Exchange Commission as part of the Company's 10-QSB
Quarterly Report for the quarter ending March 31, 1998. A Form 12b-25
Notification of Late Filing with respect to the Form 10-QSB Quarterly Report
was filed with the Securities and Exchange Commission on or about May 13,
1998.
There were no disagreements between the Company and Pritchett,
Siler & Hardy, P.C., whether resolved or not resolved, on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved, would have caused them to make
reference to the subject matter of the disagreement in connection with their
report.
The report of Pritchett, Siler & Hardy, P.C. did not contain any
adverse opinion or disclaimer of opinion, and is not qualified or modified as
to uncertainty, audit scope or accounting principles.
During the Company's three most recent calendar years, and since
then, neither Eilers, Jones, Brown & McLeod, CPAs, P.A., nor Pritchett, Siler
& Hardy, P.C. has advised the Company that any of the following exists or is
applicable:
(1) That the internal controls necessary for the Company to
develop reliable financial statements do not exist, that
information has come to their attention that has lead them
to no longer be able to rely on management's
representations, or that has made them unwilling to be
associated with the financial statements prepared by
management;
(2) That the Company needs to expand significantly the scope of
its audit, or that information has come to their attention
that if further investigated may materially impact the
fairness or reliability of a previously issued audit report
or the underlying financial statements or any other
financial presentation, or cause them to be unwilling to
rely on management's representations or be associated with
the Company's financial statements for the foregoing reasons
or any other reason; or
(3) That they have advised the Company that information has come
to their attention that they have concluded materially
impacts the fairness or reliability of either a previously
issued audit report or the underlying financial statements
for the foregoing reasons or any other reason.
During the Company's three most recent calendar years and since
then, the Company has not consulted Eilers, Jones, Brown & McLeod, CPAs, P.A.,
regarding the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Company's financial statements or any other financial
presentation whatsoever; however, Eilers, Jones, Brown & McLeod, CPAs, P.A.,
are the accountants who audited the Financial Statements of International
Heritage, Inc., a North Carolina corporation ("IHI-North Carolina"), and a
majority owned subsidiary of the Company which was acquired on or about March
6, 1998 (see the 8-K Current Report of the Company dated March 6, 1998,
previously filed with the Securities and Exchange Commission. This change of
accountants was made because of the familiarity of Eilers, Jones, Brown &
McLeod, CPAs, P.A., with the business operations of IHI-North Carolina, the
principal operating subsidiary of the Company.
The Company has provided Pritchett, Siler & Hardy, P.C. with a
copy of the disclosure provided under this caption of this Report, and has
advised it to provide the Company with a letter addressed to the Securities
and Exchange Commission as to whether it agrees or disagrees with the
disclosures made herein. A copy of its response is attached hereto and
incorporated herein by this reference. See Item 7 of this Report.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Registrant's Directors.
None; not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) None; not applicable.
(b) None; Not applicable.
(c) Exhibits.
Description Exhibit Number
- ----------- --------------
Letter from Pritchett, Siler & Hardy, P.C. 16
Documents Incorporated by Reference
- -----------------------------------
Form 8-K Current Report dated March 6, 1998
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: 5/18/98 By/S/Stanley H. Van Etten
_______________________________________
Stanley H. Van Etten
President, CEO and Chairman of the Board
Pritchett, Siler & Hardy, P.C. Letterhead
May 18, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements of Internationial Heritage, Incorporated (formerly
Kara International, Inc.) pertaining to our firm included under Item 4 of Form
8-K dated May 13, 1998, and agree with such statements as they pertain to our
firm. We have no basis to agree or disagree with other statements of the
registrant contained therein.
/S/Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
