SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K / A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported) January 20, 2000
through March 31, 2000
E-PAWN.COM, INC
----------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction 87-0435741 33-2533-LA
of Incorporation) Commission File Number (I.R.S. Employer
Identification No.)
2855 University Drive, Suite 200
Coral Springs Florida 33065
Tel. 954-575-7296
Fax 954-227-7395
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND TELEPHONE-FAX
WASATCH INTERNATIONAL CORP.
1301 N. Congress Avenue, Suite 135, Boynton Beach, Florida 33426
(Former Name and Address)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
E-Pawn.com, Inc. (formerly Wasatch International Corp.) hereby amends
the Form 8-K filed on April 18, 2000 in response to comments presented by the
Office of Small Business in the Division of Corporate Finance requesting that
the Registrant make specific reference to the disclosures required by Regulation
S-B, Item 304 (a)(1) as follows:
Item 304(a)(1)(i) disclosure:
On March 14, 2000, Jones, Jensen & Company, LLC advised the Registrant
that it could no longer serve the Registrant as its independent auditor and
certifying accountant. The former accountant voluntarily resigned and advised
the Registrant that the reason for the resignation was its association with
McGrady & Pullen Network. The former accountant and the Registrant had no
disagreement or dispute about accounting policy and reports on the financial
statements of Registrant. The former accountant returned to the Registrant the
balance on deposit as a retainer for accounting services, and no outstanding
fees are due by Registrant to the former accountant. The withdrawal was amicable
and the former accountant advised that it would cooperate with the successor
accountant. Attached as Exhibit 16 is a copy of the letter from the former
accountant.
Item 304(a)(1)(ii) disclosure:
The Registrant's principal accountant's reports on the financial
statements for the last two years are included in the Form 10-K filed on April
24, 2000 filed for the years ending May 31, 1999 and 1998. None of the reports
contain an adverse opinion or a disclaimer of opinion or was qualified or
modified as to uncertainty, audit scope or accounting principles. The principal
accountant's report made reservation about the ability of the Registrant to
continue as a going concern, but it made reference to the Notes to Financial
Statements in which Registrant's management disclosed plans for future business
activities.
Item 304(a)(1)(iii) disclosure
The Registrant does not have a separate audit committee. The Board
responded to the voluntary withdrawal of the former accountant by engaging the
firm Feldman Sherb Horowitz & Co. PC of New York, New York as its principal
certifying accountant and independent auditor.
Item 304(a)(1)(iv) and (v) disclosure:
At no time during the two most recent fiscal years and any interim
period through March 14, 2000, has the Registrant received any notice of
disagreement or "reportable events" with the former accountant as described in
Regulation S-B. Reference is made to Exhibit 16 which states the nature of the
resignation.
<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.
Date: May 8, 2000
E-PAWN.COM, INC.
(Formerly Wasatch International Corp.)
By:_____________________________
Eli Leibowitz, Director and
President
JONES, JENSEN
& COMPANY, LLC
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
March 14, 2000
Mr. Eli Liebowitz
289 Starling Road
Englewood, New Jersey 07631
Dear Mr. Liebowitz:
We have appreciated serving as Wasatch International Corporation's (Wasatch)
accounting firm in the past. However, due to the completion of the McGladry &
Pullen Network Client Acceptance Checklist we are unable to help Wasatch with
its current accounting and auditing needs. We hope that this will allow Wasatch
to seek another accounting firm which may better meet your needs.
We will be glad to assist Wasatch and its new accountants in making this
transition as smooth as possible.
We have included a check to Wasatch for $3,076.25 that was paid to us as a
retainer for future auditing services.
Sincerely,
Jones, Jensen & Company
