SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO 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): March 23, 1998
TSUNAMI CAPITAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 33-8066-D 84-1031657
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(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
5757 W. Century Boulevard, Suite 515, Los Angeles, California 90045
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(Address of Principal Executive Offices) (Zip Code)
(310) 337-9979
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(Registrant's telephone number,
including area code)
11811 N. Tatum Boulevard, Suite 4040, Phoenix, Arizona 85028
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(Former name, former address and former
fiscal year, if changed since last report)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On March 17, 1998, the Board of Directors of Tsunami Capital
Corporation (the "Registrant")approved the appointment of Stonefield Josephson,
Inc. as the independent auditors for the Registrant and its wholly owned
subsidiary, CL Thomson-Vision Expedition, Inc. (the "Subsidiary") and dismissed
the firm of KPMG Peat Marwick LLP as the Subsidiary's independent accountants.
On January 20, 1998, Evers & Company, Ltd. ("Evers") resigned as the independent
accountant engaged to audit the financial statements of the Registrant. The firm
of Evers served as the Registrant's independent accountant for the fiscal years
ended October 31, 1996 and 1995 and KPMG Peat Marwick LLP served as the
Subsidiary's independent accountant prior to the merger between the Registrant
and the Subsidiary for calendar years ended December 31, 1996 and 1995. During
the Registrant's two most recent fiscal years and the subsequent interim period,
the Registrant did not consult with Stonefield Josephson, Inc. as to the
application of accounting principles to a specified transaction, the type of
audit opinion that might be rendered on the Registrant's financial statements or
as to "reportable events" (as that term is defined in Item 304(a)(1)(v) of
Regulation S-K).
During the Registrant's two most recent fiscal years and the subsequent
interim period preceding Evers' resignation, there were (i) no disagreements
with Evers on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, (ii) no "reportable events
," and (iii) no reports on the financial statements that contained an adverse
opinion or a disclaimer of opinion, or were qualified or modified as to
uncertainty, audit scope or accounting principles.
During the Subsidiary's two most recent calendar years and the
subsequent interim period preceding the dismissal of KPMG Peat Marwick LLP,
there were (i) no disagreements with KPMG on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
(ii) no "reportable events", and (iii) no reports on the financial statements
that contained an adverse opinion or a disclaimer of opinion, or were qualified
or modified as to uncertainty, audit scope or accounting principles, except for
the independent auditors' report of KPMG Peat Marwick LLP dated September 30,
1997 made in connection with the audit of the Subsidiary for the year ended
December 31, 1996, which was modified as to uncertainty of the Subsidiary as a
result of recurring losses from operations and a net capital deficiency that
raised substantial doubt about the Subsidiary's ability to continue as a going
concern.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
c. Exhibits. The following exhibit is required pursuant to Item
601 of Regulation S-K:
Exhibit No. Description
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1 Letter of Evers & Company, Ltd., dated May 8, 1998.
2 Letter of KPMG Peat Marwick LLP, dated May 8, 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.
DATED: May 8, 1998
TSUNAMI CAPITAL CORPORATION
By: /s/ Dionisio Lee-Yang
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Dionisio Lee-Yang, President
By: /s/ Gwo Jen Chin
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Gwo Jen Chin, Chief Financial Officer
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<PAGE>
May 8, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Dear Sir:
We have read and agree with the comments in Item 4 of Form 8-K dated May 8,
1998.
\s\ Evers & Company Ltd.
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EVERS & COMPANY, LTD.
EXHIBIT 1
4
<PAGE>
May 8, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Ladies and Gentlemen:
WE were previously principal accountants for CL Thompson - Vision Expedition,
Inc. a wholly owned subsidiary of Tsunami Capital Corporation ("Tsunami") and,
under the date of September 30, 1997, we reported on the consolidated financial
statements of CL Thompson - Vision Expedition, Inc. and subsidiaries as of and
for the years ended December 31, 1996 and 1995 prior to its acquisition by
Tsunami. ON March 17, 1998 our appointment as principal accountants of CL
Thompson - Vision Expedition, Inc. was terminated. We have read Tsunami's
statements included under Item 4 of its Form 8-KA dated May 8, 1998 related to
KPMG Peat Marwick LLP, and we agree with such statements except that we are not
in a position to agree or disagree with Tsunami's statement that KPMG's
dismissal was approved by the Board of Directors or whether Tsunami consulted
with Stonefield Josephson, Inc.
Very truly yours,
\s\ KPMG Peat Marwick LLP
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KPMG PEAT MARWICK LLP
EXHIBIT 2
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