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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 19, 1997
SYNCRONYS SOFTCORP
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-25736 33-0653223
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
3958 Ince Boulevard, Culver City, California 90232
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 842-9203
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On November 26, 1996, the Registrant ratified the re-appointment of
its auditor, KPMG Peat Marwick LLP ("KPMG Peat Marwick"). On November 19,
1997, KPMG Peat Marwick notified the Registrant that it was declining to stand
for re-election.
In connection with the audits of the two fiscal years ended June 30,
1997, and the subsequent interim period through November 19, 1997, there were
no disagreements between KPMG Peat Marwick and the Registrant 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. KPMG Peat Marwick's auditors' report
on the consolidated financial statements of the Registrant and its subsidiaries
as of June 30, 1997 and for each of the years in the two year period ended June
20, 1997 contained a separate paragraph stating that "the Company has suffered
recurring losses from operations, generated negative cash flow and has a
stockholders' deficiency which raise substantial doubt about its ability to
continue as a going concern." Management's plans in regard to these matters
are described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. Also, KPMG
Peat Marwick had, in its letter to management on internal controls, identified
as a material weakness, as determined under standards established by the
American Institute of Certified Public Accountants, that the Registrant's
information systems did not reliably and consistently provide sales and
marketing data to the accounting department that is necessary in establishing
appropriate accounting estimates. A letter from KPMG Peat Marwick is attached
as Exhibit Number 16.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description of Exhibit
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16 Letter from KPMG Peat Marwick LLP to
the Securities and Exchange Commission
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.
SYNCRONYS
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(Registrant)
Date: November 26, 1997 By /s/ RAINER POERTNER
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(Signature)
RAINER POERTNER, CEO
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(Print the name and title of
the signing officer)
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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16 Letter from KPMG Peat Marwick LLP to
the Securities and Exchange Commission
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November 26, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Syncronys Softcorp and, under date
of October 10, 1997 we reported on the consolidated financial statements of
Syncronys Softcorp and subsidiary as of June 30, 1997 and for each of the years
in the two year period ended June 30, 1997. We also reported, under date of
August 16, 1996, on the consolidated balance sheet of Syncronys Softcorp and
subsidiary as of June 30, 1996. On November 17, 1997 we declined to stand for
re-election. We have read Syncronys Softcorp's statements included under Item
4 of its Form 8-K dated November 26, 1997, and we agree with such statements.
Very truly yours,
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
