<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) September 11, 1998
THE TRACKER CORPORATION OF AMERICA, INC.
(Exact Name of Registrant as Specified in its Chapter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-24944 86-0767918
(Commission File Number) (I.R.S. Employer
Identification No.)
180 Dundas Street West, #1505, Toronto, Ontario, CANADA M5G 1Z8
(Address of Principal Executive Offices)
(416) 593-2604
(Registrant's Telephone Number, Including Area Code)
180 Dundas Street West, #1503, Toronto, Ontario, CANADA MSG 128
(Former Name or Former Address, if Changed Since last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 4. Changes in Registrant's Certifying Accountant
On June 15, 1998, PricewaterhouseCoopers LLP, the Company's independent
accountant, declined to stand for re-election as the Company's independent
accountant for the fiscal year ended March 31, 1998. During the past two years,
there were no reports on the financial statements of the Company issued by
PricewaterhouseCoopers LLP that contained an adverse opinion or a disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope, or
accounting principles, except that their reports on the financial statements as
of and for each of the years ended March 31, 1997 and 1996 included an
explanatory paragraph expressing substantial doubt as to the Company's ability
to continue as a going concern.
<PAGE> 2
The decision to change accountants was not recommended or approved by
any committee of the Board of Directors, or by the Board of Directors.
Additionally, in connection with its audits for the two most recent fiscal
years, and through June 15, 1998, there have been no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP
would have caused them to make reference thereto in their reports on the
financial statements for such years. The Registrant has requested that
PricewaterhouseCoopers LLP furnish it with a letter addressed to the SEC stating
whether or not it agrees with the above statements. A copy of such letter, dated
September 24, 1998, is filed as Exhibit 16 to this Form 8-K/A.
On August 18, 1998, the company retained Hirsch, Silbertein &
Subelsky, P.C. as the Company's certifying accountant to audit its financial
statements at, and for the year ended, March 31, 1998.
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: September 24, 1998
THE TRACKER CORPORATION OF AMERICA, INC.
a Delaware corporation
By: /s/ Bruce Lewis
I. Bruce Lewis, Chairman
<PAGE> 1
Exhibit 16
September 24, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Re: The Tracker Corporation of America, Inc.
----------------------------------------
We have read Item 4 of The Tracker Corporation of America, Inc.'s Form S-K/A
dated September 24, 1998 and are in agreement with the statements contained in
the first paragraph therein.
Yours very truly,
PricewaterhouseCoopers LLP
