AM PAC INTERNATIONAL INC
8-K, 1999-05-07
EATING PLACES
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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): June 9, 1998




                           Am-Pac International, Inc.
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

 
                                     33-8964
                             ----------------------
                            (Commission file number)

          Nevada                                              22-7374801
- ----------------------------                           -------------------------
(State or other jurisdiction                             (I.R.S. Employer 
 of incorporation)                                      Identification Number)
        


     Suite 3101 Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong
     -----------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                                011-852-2591-6928
               --------------------------------------------------
              (Registrant's telephone number, including area code)


          ------------------------------------------------------------       
          (Former name or former address, if changed since last report)

<PAGE>

Item 4. Changes in Registrant's Certifying Accountant

     (a)  Resignation of Independent Accounting Firm

          (i) Swart,  Baumruk & Twohig, LLP (the "principal  accountants"),  the
     independent  accounting firm which audited the financial  statements of the
     Registrant  during fiscal year 1997,  resigned as the  Company's  principal
     accountants on June 9, 1998 in response to the Company's request.

          (ii)  None of the  principal  accountant's  reports  on the  financial
     statements  of  the  registrant  has  contained  an  adverse  opinion  or a
     disclaimer  of opinion,  or was  qualified  or modified as to  uncertainty,
     audit scope, or accounting principles.

          (iii) Not applicable.

          (iv) During the preceding two years and any subsequent  interim period
     preceding their  dismissal,  the registrant had no  disagreements  with the
     principal  accountants on any matter of accounting principles or practices,
     financial  statement  disclosure,  or auditing  scope or  procedure,  which
     disagreements,  if not  resolved  to  the  satisfaction  of  the  principal
     accountants,  would have caused it to make  reference to the subject matter
     of the disagreements in connection with its report.

          (v) None of the  kinds of  events  listed  in  paragraph  (a)(1)(v)(A)
     through (D) of Regulation S-K Item 304 occurred  during the two most recent
     fiscal years and any subsequent interim periods.

     (b)  Engagement of New Independent Accountants

     On May 7, 1998 the registrant's  board of directors formally engaged Arthur
Andersen & Co. as its new principal  accountants (the "new accounting  firm") to
audit the registrant's financial statements.

     The registrant,  during the two most recent fiscal years and any subsequent
interim  period prior to the  engagement  of the new  accounting  firm,  did not
consult with the new accounting firm with regard to any of the matters listed in
Regulation S-K Items 304(a)(2)(i) or (ii).

Item 7. Financial Statements and Exhibits.

     (c)  Exhibits

          16.1 Letter from Swart, Baumruk & Twohig, LLP re. change in certifying
               accountant
<PAGE>

                                   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:
                                                       -------------------------
                                                       Xinnan Li
     Date:June 9, 1998                                 President

<PAGE>


Swart, Baumruk & Twohig, LLP

Certified Public Accountants


June 9, 1998

United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20559

RE:  AM-PAC INTERNATIONAL, INC.

Gentlemen:

     We  have  acted  as  the  Certifying   Accountant  for  the  aforementioned
Registrant  for the fiscal  year  ended  December  31,  1997.  However,  we have
resigned  as the  Registrant's  Certifying  Account  for the  fiscal  year ended
December 31, 1998. This firm has been provided with the disclosures  required by
Item  304(a)(1)  of the  Regulation  SA-K made by the  Registrant  to the United
States  Securities and Exchange  Commission.  Upon review of the disclosures and
statements contained in the Form 8-K, this firm agrees with such disclosures and
statements  made by the Registrant  pursuant to Item 304(a)(1) of Regulation S-K
and hereby consents to the inclusion of this letter as an exhibit to Form 8-K.


Sincerely,

Swart, Baumruk & Twohig, LLP

/s/ Harry J. Swart, CPA



                               717 East Oak Street
                               Kissimmee, FL 34744
                       (407) 847-7466 / FAX (407) 847-6641



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