PALLET MANAGEMENT SYSTEMS INC
8-K, 2000-08-01
MILLWOOD, VENEER, PLYWOOD, & STRUCTURAL WOOD MEMBERS
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                       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



         Date of Report (Date of earliest event reported): July 25, 2000




                         Pallet Management Systems, Inc.
                         -------------------------------
             (Exact name of registrant as specified in its charter)


       Florida                     000-24405                 59-2197020
       -------                     ---------                 ----------
   State or other                 (Commission               (IRS Employer
   Jurisdiction of               File Number)            Identification No.)
   Incorporation)


              One E. Ocean Boulevard, Suite 305,
                      Boca Raton, Florida                        33432
                     ---------------------                      -------
           (Address of principal executive offices)           (Zip Code)



        Registrant's telephone number, including area code (561) 338-7763
                                                            --------------





<PAGE>


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

         On July 25, 2000, the Board of Directors of Pallet Management Systems,
Inc. (the "Company") recommended and approved the replacement of its principal
accountants, Pricewaterhouse Coopers LLP ("PWC"). Also, on July 25, 2000, the
Board of Directors recommended and approved the replacement firm of Kaufman,
Rossin & Co. ("Kaufman") as the Company's independent auditors, effective July
25, 2000.

         PWC has not issued an audit report on the Company's financial
statements. A reportable event, within the meaning of Item 304(a)(1)(v) of
Regulation S-K, which is set forth in the following sentence, has occurred
during the two most recently completed years and subsequent interim periods,
preceding this change. The Company recently advised PWC that the Company and an
affiliate of two principal stockholders, one of whom is also an executive
officer of the Company, have agreed to conduct a review of certain transactions
between the parties for potential conflicts of interest, and to evaluate certain
actions of the executive officer. Such review has not been completed.

         During the period of PWC's engagement, commencing on August 16, 1999
through July 25, 2000, and subsequent interim periods preceding this change,
there have been no disagreements with PWC on any matter of accounting principles
or practices, financial statement disclosures, or auditing scope or procedure,
which, if not resolved to the satisfaction of PWC, would have caused them to
make reference to the subject matter of such disagreements in connection with
issuing their reports. No reportable events, within the meaning of Item
304(a)(1)(v) of Regulation S-K, other than as set forth in the preceding
paragraph, have occurred during the two most recently completed years and
subsequent interim periods, preceding this change.

         The Company has provided PWC with these disclosures, and has requested
that they furnish the Company with a letter, addressed to the Securities and
Exchange Commission stating whether or not they agree with the statements
contained herein. Upon receipt that letter will be filed by amendment.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
         ---------------------------------

         (a)      None
         (b)      None
         (c)      Exhibits

         Exhibit 16.1-Letter addressed to the Securities and Exchange Commission
from Pricewaterhouse Coopers LLP - to be filed by amendment.


<PAGE>


                                   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.

                                             PALLET MANAGEMENT SYSTEMS, INC.



Date:    August 1, 2000             By:      /s/ Zachary M. Richardson
                                             -----------------------------------
                                             Zachary M. Richardson , President




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