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): September 18, 1996
Am-Pac International, Inc.
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(Exact name of Registrant as specified in its charter)
33-8964
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(Commission file number)
Nevada 22-7374801
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(State or other jurisdiction of
incorporation (I.R.S. Employer Identification No.)
431 East N. Central Blvd., Suite 900, Orlando, Florida, 32801
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(Address of principal executive offices) (Zip code)
(407) 841-1350
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
In conjunction with a pending acquisition, the independent accountants who
previously audited the Registrant's financial statements, Mengel, Metzger, Barr
& Co. LLP have been dismissed by vote of the Board of Directors, effective
September 18, 1996. The prior accountants report on financial statements for
either of the past two years did not contain an adverse opinion or a disclaimer
of opinion; nor was it qualified or modified as to uncertainty, audit scope or
accounting principles. During the registrant's two most recent fiscal years and
the subsequent interim periods preceding the dismissal of Mengel, Metzger, Barr
& Co. LLP., there were no disagreements between the Registrant and the former
accountant on any matters of accounting principals or practice, financial
statement disclosure or auditing scope of procedure, which disagreement, if not
resolved to the satisfaction of the former accountant would have caused it to
make reference to the subject matter of the disagreement in connection with its
report. Furthermore there are no unresolved issues with the prior accountants.
The Board of Directors of the Registrant appointed H.J. Swart & Company,
P.A., of Kissimmee, Florida as the Registrant's new certifying accountants
effective September 18, 1996. H.J. Swart was not consulted concerning the
application of accounting principals to any specific transaction, either
completed or proposed or the type of audit opinion that might be rendered on the
registrant's financial statements, nor was a written report provided to the
Registrant nor oral advise given by the new accountant regarding important
factors considered by the Registrant in reaching its decision as to any
accounting, auditing or financial reporting issue. Furthermore there were no
matters that were the subject of any disagreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter from Mengel, Metzger, Barr & Co. L.L.P.
re: change of certifying accountant
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.
AM-PAC INTERNATIONAL, INC.
By: /s/ Thomas Tedrow
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Date: January 14, 1997 Thomas Tedrow
President
2
January 14, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We were previously principal accountants for Captain Tony's Pizza, Inc. and,
under the date of July 18, 1996, we reported on the consolidated financial
statements of Captain Tony's Pizza, Inc. and Subsidiary (except for Note J to
those financial statements, as to which the date was August 2, 1996) as of June
30, 1996 and 1995 and for each of the three years in the period ended June 30,
1996. It is our understanding that Captain Tony's Pizza, Inc. merged into Am-Pac
International, Inc., effective September 18, 1996. On September 18, 1996, our
appointment as principal accountants was terminated. We have read Am-Pac
International, Inc.'s statements included under Item 4 of its Form 8-K dated
January 15, 1997, and agree with such statements, except that we are not in a
position to agree or disagree with Am-Pac International, Inc.'s statements that
the decision to change accountants was approved by the Board of Directors, that
H. J. Swart & Company, P. A. was retained as its now certifying accountants or
that during the last three fiscal years and the subsequent interim period to the
date hereof, Am-Pac International, Inc. did not consult H. J. Swart & Company,
P. A. regarding any of the matters or events set forth in Item 304 (s) (2) (i)
and (ii) of Regulation S-K.
Very truly yours,
MENGEL, METZGER, BARR & CO. LLP
/s/ Thomas L. Wolf
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Thomas L. Wolf
TLW:tab
