SEQUESTER HOLDINGS INC/NV
8-K, 1999-04-30
MANAGEMENT SERVICES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                                        
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                        
                                 CURRENT REPORT
                                        
                      PURSUANT TO SECTION 13 OR 15d OF THE
                                        
                        SECURITIES EXCHANGE ACT OF 1934
                                        
                                        
                                 APRIL 23, 1999
                                        
                        SEQUESTER HOLDINGS INCORPORATED


NEVADA                             33-06827LA                         95-4532103


            23852 PACIFIC COAST HIGHWAY 434 MALIBU, CALIFORNIA 90265



                      1 310 317 0779 OR FAX 1 310 317 9499

       FORMERLY AT 31125 VIA COLINAS, WESTLAKE VILLAGE, CALIFORNIA 91361

<PAGE>   2
ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


     A.   PREVIOUS INDEPENDENT AUDITORS

          1. GRANT THORNTON LLP WAS DISMISSED FROM ITS POSITION AS THE
             INDEPENDENT AUDITORS FOR THE REGISTRANT ON APRIL 14, 1999.

          2. GRANT THORNTON'S REPORTS ON THE FINANCIAL STATEMENTS OF THE
             REGISTRANT FOR THE THREE FISCAL YEARS ENDED JANUARY 31, 1998
             CONTAIN NO ADVERSE OPINION OR DISCLAIMER OF OPINION AND WERE NOT
             QUALIFIED OR MODIFIED AS TO AUDIT SCOPE OR ACCOUNTING PRINCIPLES.
             SUCH REPORTS WERE MODIFIED TO INCLUDE AN EXPLANATORY PARAGRAPH
             DISCUSSING SUBSTANTIAL DOUBT AS TO THE REGISTRANTS ABILITY TO
             CONTINUE AS A GOING CONCERN.

          3. THE REGISTRANTS BOARD OF DIRECTORS APPROVED THE CHANGE IN 
             ACCOUNTANTS.

          4. DURING THE FISCAL YEARS ENDED JANUARY 31, 1997 AND 1998 AND THROUGH
             APRIL 14, 1999 THEE HAS BEEN NO DISAGREEMENT BETWEEN THE REGISTRANT
             AND GRANT THORNTON ON ANY MATTER OF ACCOUNTING PRINCIPLES OR
             PRACTICES, FINANCIAL STATEMENT DISCLOSURE OR AUDITING SCOPE OR
             PROCEDURE, WHICH DISAGREEMENT WOULD HAVE CAUSED THEM TO MAKE A
             REFERENCE TO THE SUBJECT MATTER OF THE DISAGREEMENT IN CONNECTION
             WITH THEIR REPORTS.

          5. DURING THE FISCAL YEARS ENDED JANUARY 31, 1997 AND 1998 AND THROUGH
             APRIL 14, 1999, THE REGISTRANT HAS NOT BEEN ADVISED OF ANY MATTERS
             DESCRIBED IN REGULATION S-K, ITEM 304(a)(1)(v).

          6. GRANT THORNTON LLP HAS FURNISHED A LETTER ADDRESSED TO THE
             SECURITIES AND EXCHANGE COMMISSION STATING WHETHER IT AGREES WITH
             THE STATEMENTS CONTAINED ABOVE. A COPY OF THIS LETTER IS ENCLOSED
             AS EXHIBIT A.

     B.   NEW INDEPENDENT AUDITORS

          THE REGISTRANT ENGAGED BENNETT BLOCK ACCOUNTANCY CORPORATION, 10866 
WILSHIRE BLVD., LOS ANGELES, CALIFORNIA 90029 AS ITS NEW INDEPENDENT AUDITORS 
AS OF APRIL 23, 1999. PRIOR TO SUCH DATE, THE REGISTRANT DID NOT CONSULT WITH 
BLOCK REGARDING (1) THE APPLICATION OF ACCOUNTING PRINCIPLES, (2) THE TYPE OF 
AUDIT OPINION THAT MIGHT BE RENDERED BY BLOCK OR (3) ANY OTHER MATTER DESCRIBED 
IN ITEM 304(a)(1)(v) OF REGULATION S-K.

     C.   EXHIBITS  EXHIBIT A LETTER GRANT THORNTON LLP


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: April 30, 1999                    By: /s/ STEVE KARSH
                                           --------------------------
                                            Steve Karsh

<PAGE>   1
                                                                    EXHIBIT 99.1


                          [GRANT THORNTON LETTERHEAD]


April 23, 1999


Securities and Exchange Commission
Washington, D.C. 20549

Re:  SeQuester Holding, Incorporated
     File NO. 33-06827LA


Dear Sir or Madam:

We have read item 4 of the Form 8-K of Client Company dated April 23, 1999, and 
agree with the statements contained in Section A of that Item. We do not have 
sufficient knowledge to comment on the statements in Section B.

Very truly yours,

/s/ GRANT THORNTON LLP


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