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 9, 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 9, 1998 amends:
Item. 4. Changes in Certifying Accountant to state specific dates
of the resignation and partial re-engagement of the Registrant's
former auditor and 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
CURRENT REPORT
April 9, 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)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Norman A. Eliot & Co., an Independent Accountant
previously engaged as the principal accountant by the Registrant to
audit its financial statements for the fiscal periods ending April
30, 1996 and 1997, in connection with the Registrant's long-overdue
Annual Reports on Form 10-K for those periods as yet not filed on
the date hereof, resigned on February 27, 1998 from both such
engagements.
The Company, in on-going discussions with the withdrawing
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 Independent Certifying Accountant, Norman A. Eliot & Co.,
noticed resignation and withdrawal from its 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 Report on Forms 10-K. The Registrant's
delinquency in filing those reports was and is not attributable to
the resigning certifying independent auditor.
Following receipt of the Auditor's letter of resignation, on
April 9 1998, the Company successfully completed negotiations with
the withdrawing auditor, Norman & Eliot & Co., for re-engagement
and withdrawal of its resignation with respect to the audit 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.
These decisions were taken by the Board of Directors which
does not have an audit or similar committee. During the two most
recent fiscal years and the subsequent interim period preceding the
Auditor's resignation and/or dismissal, from the Registrant's
viewpoint, there were no disagreements with the Auditor on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which if not resolved to
the satisfaction of the Auditor would have caused it to make a
reference in connection with its report. On May 7, 1998, however,
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 Mr. Eliot completing
auditing procedures in connection with the Company's inventory
purchase from Tasco. The fact that Mr. Eliot did not perform the
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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 Mr. Eliot 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 Eliot 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 Norman A. Eliot &
Company 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 Norman
A. Eliot & Company from engagement by the Registrant, the
Registrant's Chairman, Eles Dobronsky, discussed the subject matter
of the scope limitation subsequently cited in the Auditor's
resignation letter with Mr. Eliot and concluded that the Company
had not imposed a scope limitation upon its Auditor 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 near on or about December 31, 1997,
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
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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 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.
ITEM 8. CHANGE IN FISCAL YEAR
On April 13, 1998, the Company's Board of Director's resolved
to change the Registrant's fiscal year from April 30th to December
31st beginning with the "stub"-period ending December 31, 1997. The
Company's officers were directed by the Board to undertake and
implement all things necessary to accomplish that change of its
fiscal year.
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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
