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: March 11, 1998
ALLSTAR INNS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
0-22930 77-0323962
(Commission File No.) (IRS Employer Identification No.)
200 E. Carrillo Street, #300
Santa Barbara, California 93101
(Address of principal executive offices)
(805) 730-3383
(Registrant's telephone number)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Allstar Inns Inc. (the "Company") is in the process of liquidation and
dissolution and has filed final tax returns on November 17, 1997. In light of
the fact that the Company is presently in the process of liquidating and
dissolving, the Company determined to replace its ongoing accounting firm, Ernst
& Young LLP (the "Former Accountant"), with a local accounting firm, McGowan
Guntermann (the "New Accountant"), to conduct the Company's final audit for the
fiscal year ended December 31, 1997, on the basis that it would be more
economically prudent to engage a local accountant for such audit under the
Company's present circumstances. The New Accountant was engaged on March 10,
1998 to conduct the Company's audit for the fiscal year ended December 31, 1997.
The Former Accountant's report on the financial statements of the Company
for either of the years ending December 31, 1996 or December 31, 1995 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. The Company's
decision to change accountants was approved by resolution of the Board of
Directors on March 10, 1998. During the fiscal years ended December 31, 1996 and
December 31, 1995 and the interim period from the end of such period to the date
of this report, the Company is not, nor has it been, involved with the Former
Accountant in any disputes on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
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16.1 Letter from Ernst & Young LLP to the
Commission dated March 12, 1998.
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<PAGE>
SIGNATURE
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.
ALLSTAR INNS INC.
By: /s/ Edward J. Gallagher
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Edward J. Gallagher
Director, Vice Chairman
and Principal Accounting
Officer
Dated: March 11, 1998
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ALLSTAR INNS INC.
EXHIBIT INDEX TO FORM 8-K
REPORT DATED MARCH 11, 1998
Exhibit Page No.
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16.1 Letter from Ernst & Young LLP to the 4
Commission dated March 12, 1998
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EXHIBIT 16.1
[Letterhead of Ernst & Young LLP]
March 12, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated March 11, 1998, of Allstar Inns, Inc. and
are in agreement with the statements contained in the first and third sentences
in the second paragraph on page 2 therein. We have no basis to agree or disagree
with other statements of the registrant contained therein.
Ernst & Young LLP
