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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) April 24, 2000
JANEX INTERNATIONAL, INC.
..........................................................
(Exact Name of Registrant as Specified in its Charter)
Colorado 0-17927 84-1034251
...............................................................................
(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
2999 N. 44th Street, Suite 225, Phoenix, AZ 85018
...............................................................................
(Address of Principal Executive Offices) (Zip Code)
(602) 808-8765
Registrant's telephone number, including area code.............................
...............................................................................
(Former Name or Former Address, If Changed Since Last Report)
Total number of pages: 4
Exhibit index at page: 4
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective April 24, 2000, the Registrant dismissed its independent
public accountant, Ernst & Young LLP. For the year ended December 31, 1998,
Ernst & Young LLP's auditor's report stated that recurring losses and net
capital deficiency raise substantial doubt about its ability to continue as a
going concern. Ernst & Young LLP was not the Registrant's auditor for the
year ended December 31, 1997. The decision to change accountants was approved
by the Company's Board of Directors.
There has not been during the year ended December 31, 1998 any
disagreement with Ernst & Young LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
On April 24, 2000, the Registrant engaged Abrams and Company, P.C. to
act as the Registrant's independent public accountant and BDO McCabe Lo & Co.
to act as the independent auditors for the Company's subsidiary, Pro Gains
Company Limited.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) EXHIBITS
Exhibit No. Description of Exhibit
16 Letter from Ernst & Young LLP to the
Securities and Exchange Commission
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Janex International, Inc.
...................................
(Registrant)
Date: April 27, 2000 /s/ Vincent Goett
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Vincent Goett
(President)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
16 Letter from Ernst & Young LLP to the
Securities and Exchange Commission
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April 28, 2000
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
We have read Item 4 included in the attached Form 8-K dated April 24, 2000 of
Janex International, Inc. to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained in the first
two paragraphs therein.
Very truly yours,
/s/ Ernst & Young LLP, CPA's
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Ernst & Young LLP, CPA's
Copies to: Vincent Goett, President
John G. Nossiff, Jr., Esq.
Brown, Rudnick, Freed & Gesmer
