SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
SECOND AMENDMENT TO CURRENT REPORT
FILED PURSUANT TO SECTION 12., 13. OR 15(d)
JETBORNE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
AMENDMENT NO. 2
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its amended
Current Report dated April 13, 1998 on Form 8-K/A as set forth in
the pages attached hereto;
(List all such items, financial statements, exhibits or other portions
amended)
This Second Amendment to the Current Report on Form 8-K dated
April 13, 1998 amends:
Item. 4. Changes in Certifying Accountant to provide details and
disclosure of the Registrant's view of the disagreement cited in
the letter from the former auditor dated May 7, 1998 and previously
filed under this Current Report on Form 8-K/A.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
JETBORNE INTERNATIONAL, INC.
August 4, 1998 BY:/s/Ephriam Brodatch
Ephriam Brodatch, President
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
April 13, 1998
(Date of Report)
JETBORNE INTERNATIONAL, INC.
Delaware 0-16039 59-2768257
(State of Other Juris- (Commission (IRS Employer Iden-
diction of Incorporation) File Number) tification Number)
8361 Northwest 64th Street
Miami, Florida 33166
(Address of Principal Executive Offices) (Zip Code)
(305) 591-2999
(Registrant's Telephone Number)
None
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(b) The Registrant has engaged a new independent certifying
accountant as its principal accountant to auditthe Company's
financial statements. The new auditor, Schmidt, Raines, Trieste,
Dickensen & Adams, P.L., with offices in Boca Raton, Florida, was
engaged on April 13, 1998. The new independent auditor was engaged
specifically as the principal accountant to audit the Registrant's
financial statements for the fiscal year ended April 30, 1997
following the prior resignation of the Company's former independent
certifying accountant, Norman A. Eliot & Co. The new Auditor has
also been engaged to prepare and audit the Company's financial
statements for the "stub"-period ending December 31, 1997
coincident with the Company's decision to change its accounting
year as previously reported from April 30th to December 31st.
Neither the Registrant nor anyone on the Registrant's behalf
has consulted the newly engaged accountant regarding the
application of accounting principles to a specified transaction or
with respect to the type of audit opinion that might be rendered on
the Registrant's financial statements. There has been no written
report or oral advice provided which was a factor considered by the
Registrant in reaching a decision on any matter.
In the Company's view there was no disagreement or any
reportable event in connection with the Registrant's change of
accountants for the fiscal year ended April 30, 1997 or for the
newly determined "stub"-period ended December 31, 1997. The
Company, in on-going discussions with its former auditor, disclosed
that it had become inclined to change certifying independent
accountants following its acquisition as a majority-controlled
subsidiary by RADA Electronic Industries, Inc., a publicly-traded
Israeli corporation. Following additional discussions in
connection with changing the fiscal year, the Company's former
auditor noticed resignation and withdrawal from engagements for
both years ended April 30, 1996 and April 30, 1997. At the time of
such resignation, and on the date hereof, the Registrant has not
filed its corresponding Annual Reports on Form 10-K. The
Registrant's delinquency in filing those reports was and is not
attributable to its former auditor.
Following receipt of the former auditor's letter of
resignation, on April 9 1998, the Company successfully completed
negotiations with the former auditor for re-engagement and
withdrawal of its resignation with respect to preparation of the
Company's audited financial statements for the fiscal year ended
April 30, 1996. The Registrant's Annual Report on Form 10-K for
the fiscal year ended April 30, 1996 was subsequently filed on May
21, 1998.
On the other hand, at the end of those latter discussions with
the withdrawing auditor, on April 9 1998, the Company determined
not to seek its re-engagement for the fiscal period ending April
30, 1997 financial statements. The Company considers this
decision, in light of the earlier resignation and lack of
subsequent re-engagement, to amount to essentially a mutual
understanding between the Registrant and its Auditor to change
independent certifying auditors for the fiscal year ended April 30,
1997 and for subsequent periods.
During the two most recent fiscal years and the subsequent
interim period preceding the former auditor's resignation and/or
dismissal, from the Registrant's viewpoint, there were no
disagreements with the former auditor on any matter of accounting
principles or practices, financial statement disclosure or auditing
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scope or procedure which if not resolved to the satisfaction of the
former auditor would have caused it to make a reference in
connection with its report. On May 7, 1998, however, the former
auditor, Norman A. Eliot & Company, sent a letter to the SEC
describing a disagreement involving a scope limitation on auditing
procedures in connection with Jetborne's inventory purchase from
Tasco, a subsidiary of Jetborne's parent company, RADA Electronic
Industries, Inc., which limitation would affect the financial
statements at April 30, 1997.
The Company does not believe a scope limitation was imposed.
The decision to change auditors beginning with the fiscal year
ending April 30, 1997 was made prior to the former auditor
completing auditing procedures in connection with the Company's
inventory purchase from Tasco. The fact that the former auditor
did not perform the procedures established by his firm in
connection with this inventory purchase is the result of his firm's
resignation/dismissal prior to completion of the April 30, 1997
audit and not a scope limitation on auditing procedures from the
Company's viewpoint. The Company believes that if the former
auditor had been re-engaged for the audit of the April 30, 1997
Financial Statements, his firm would have been able to perform
sufficient auditing procedures to preclude a scope limitation. The
circumstances also precluded the Company from resolving the
disagreement with the former auditor as the Company never believed,
and still does not believe, that a scope limitation had in fact
been imposed.
Following its engagement of new auditors, beginning with the
April 30, 1997 audit, the Registrant authorized the former auditor
to respond fully to the inquiries of its successor accountant
concerning any matter, without limitation of any sort. Without any
change on the Registrant's part of any of the foregoing
description, the newly engaged auditors did in fact complete their
auditing procedures without asserting or raising any question of
limitation of auditing scope. Prior to the resignation of the
former auditor from engagement by the Registrant, the Registrant's
Chairman, Eles Dobronsky, discussed the subject matter of the scope
limitation subsequently cited in the former auditor's resignation
letter with the former auditor and concluded that the Company had
not imposed a scope limitation in the circumstances as reflected in
the Forms 8-K originally filed reporting the change of auditors.
The former auditor's comments in the letter dated May 7, 1998
relative to a scope limitation do not identify the specific
procedures he was unable to perform. The Registrant is therefore
unable to describe how the Company would have overcome the
limitations with the audit of April 30, 1997 Financial Statements.
The Registrant is however, able to disclose the information made
available to the successor certifying accountants in connection
with the Company's inventory purchase from the affiliate.
On December 30, 1996, the Company purchased one lot of
aircraft parts from Tasco, an affiliate subsidiary of its parent,
RADA Electronic Industries, Inc., for $2,900,000. At April
30,1997, the inventory was located in Amsterdam, Holland and
Quebec, Canada. Documentation provided to the successor certifying
accountants relative to the existence and valuation of that
inventory consisted of the following:
1. The Company requested that an independent certified
public accountant, who observed the inventory in question
in Amsterdam, Holland on or about December 31, 1997,
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provide the Company and the successor certifying
accountants with a letter describing his observations and
procedures. The stated objectives of the inventory
observations were to obtain satisfaction relative to the
physical existence and condition of the inventory in
question at December 31, 1997. Because the inventory was
in the process of being organized for shipment to Canada,
no additional purchases or sales occurred between the
December 30, 1996 purchase date and the date of
observation by the certified public accountant. In
addition, the inventory was held in a warehouse with
restricted access. The Company reviewed the letter from
the certified public accountant and believed, and now
believes, the observations and procedures applied were
sufficient to document the existence of the inventory at
December 31, 1997 and, since no purchases or sales of
this inventory occurred between the original purchase
date, on or around December 30, 1996, and the December
31, 1997 observation by the certified public accountant,
also applied to the inventory in existence at April 30,
1997. In addition, the Company believes that the
certified public accountant's observations regarding the
condition of the inventory support the valuation reported
in the April 30, 1997 (and December 31, 1997) Financial
Statements.
2. The Company requested that the outside sales
representatives physically holding part of the inventory
purchased on or about December 30, 1996 which had been
shipped from Amsterdam, Holland during the period
December 30, 1996 through December 31, 1997, provide a
listing of the inventory on hand on December 31, 1997.
The Company authorized the sales representatives to
respond directly to the successor certifying accountants
and provide the Company with a copy of the response.
Because the inventory was in the process of being shipped
or catalogued by the sales representatives prior to being
sold at all times during 1997, no additional purchases or
sales occurred through December 31, 1997. The Company
reviewed the correspondence from the sales
representatives and its own records supporting the
inventory and found no significant discrepancies. The
Company believes the confirmation obtained directly from
the outside third party sales representatives, which
supports the inventory recorded in its books and records,
is sufficient to document the existence of that inventory
at December 31, 1997 and, because no purchases or sales
of this inventory occurred between the original purchase
on December 30, 1996 and the date of confirmation by the
sales representatives (December 31, 1997) also its
existence at April 30, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
(b)(10) Letter regarding Change in Certifying Accountant
dated May 7, 1998 (received by Registrant May 12,
1998)*
* Incorporated by reference to the Form 8-K dated April 9, 1998
previously filed.
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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.
JETBORNE INTERNATIONAL, INC.
Dated: August 4, 1998
BY:/s/Ephriam Brodatch
Ephriam Brodatch, President
BY:/s/Eles Dobronsky
Eles Dobronsky, Chairman
