TRACKER CORP OF AMERICA
8-K, 1999-09-03
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   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 1999.


                                               REGISTRATION NO. ________________

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                             -----------------------



                                    FORM 8-K
                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934


                             -----------------------


                       THE TRACKER CORPORATION OF AMERICA
       (Exact name of registrant as specified in its governing instrument)



                 Delaware                               86-0767918
       (STATE OR OTHER JURISDICTION                  (I.R.S. EMPLOYER
      OF INCORPORATION OR ORGANIZATION)            IDENTIFICATION NUMBER)


                          180 DUNDAS STREET WEST, #1505
                        TORONTO, ONTARIO, CANADA  M5G 1Z8
                                 (416) 593-2604
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)


                    INFORMATION TO BE INCLUDED IN THE REPORT
================================================================================

<PAGE>
ITEM  4:     CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT.

(a)     Hirsch  Silberstein  &  Subelsky,  P.C.  resigned  as  the  independent
accountants  for THE TRACKER CORPORATION OF AMERICA (the "Registrant") effective
August  27,  1999.

In  connection with  the audits of the two fiscal years ended MARCH 31, 1998 and
1999  and  the  subsequent interim period through August 27, 1999, there were no
disagreements  with  Hirsch  Silberstein  &  Subelsky,  P.C.  on  any  matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure,  which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to the
subject  matter  of  the  disagreement.

The  audit  reports  of  Hirsch  Silberstein  &  Subelsky, P.C. on the financial
statements  of  the  Registrant for the years ended March 31, 1999 and 1998, did
not  contain any adverse opinion or disclaimer of opinion and were not qualified
or  modified  as  to  audit  scope  or  accounting  principles.  The Independent
Auditor's  Report  stated  that  the  Registrant's  financial  statements raised
substantial  doubt  about  any adjustments that might result from the outcome of
this  uncertainty.  Please  refer  to the Registrant's Form 10-K for year ending
MARCH  31,  1999.

The  decision  by  Hirsch Silberstein & Subelsky, P.C. to resign was a result of
one  of  its  members,  Ronald  N.  Silberstein, leaving the firm to become Ajay
Sports,  Inc.'s  Chief  Financial  Officer  and  Chief  Administrative  Officer.
Following  Mr. Silberstein's departure, the Registrant has been advised that the
firm  will  concentrate its practice of providing accounting related services to
individuals  and  privately  held  businesses.

(b)  On  August  27,  1999,  the  Registrant engaged the accounting firm of J.L.
Stephan  Co.,  P.C.  to  act as its independent accounting firm, as successor to
Hirsch  Silberstein  &  Subelsky,  P.C.  The  Registrant  has not consulted J.L.
Stephan  Co., P.C. regarding any accounting principles or disagreements with its
former  independent  accountants.

ITEM  7.  FINANCIAL  STATEMENTS,  PRO  FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) and (b)     Financial  Statements

        None

(c)     Exhibits

        16.2    Letter from Hirsch Silberstein & Subelsky, P.C. dated August 31,
                1999,  addressed  to  the  Securities  and  Exchange Commission.
                Filed Herewith

<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  thereunto  duly  authorized.

Date:  September 3, 1999

                                         THE TRACKER CORPORATION OF AMERICA


                                         BY  /S/  BRUCE I. LEWIS
                                         --------------------------------
                                                  BRUCE I. LEWIS
                                                  CHIEF EXECUTIVE OFFICER





September  3,  1999

Mr.  Jay  Stulberg
TRACKER  CORP  OF  AMERICA.
180  Dundas  Street  West,  Suite  1502
Toronto,  Ontario,  Canada  M5G  1Z8


Dear  Jay,

This  is  to  confirm  that  the client-auditor relationship between The Tracker
Corporation  of  America and Hirsch Silberstein & Subelsky, P.C. has ceased.  We
have  previously  reported  on  the balance sheets of The Tracker Corporation of
America  as of March 31, 1999 and 1998 and the related statements of operations,
changes  in stockholders' deficit, and cash flows for the years then ended.  Our
report  thereon  is  dated  July  8, 1999 and we have not performed any auditing
procedures  subsequent  to  that  date.

Sincerely,


Hirsch  Silberstein  &  Subelsky,  P.C.

Cc:     Chief Accountant  -  Securities and Exchange Commission

<PAGE>


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