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 Section 13 or 15 (d) of the
Securities Exchange Act of 1934
November 1, 1996
Date of Report ( Date of earliest event reported) ______________________________
S.O.I. INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-12572 59-2158586
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(Commission File Number) (IRS Employer Identification No.)
16910 Dallas Parkway, Suite 100, Dallas,Texas 75248
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(Address of principal excutive offices) (Zip Code)
(972) 248-1922
Registrant's telephone number, including area code __________________________
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(Former name or former address, if changed since last report)
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ITEM 4. Changes in Registrant's Certifying Accountant.
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I.
The accounting firm of S.W. Hatfield + Associates the independent accountants
for the Registrant, were dismissed on November 1, 1996.
During the fiscal year ended June 30, 1996 and the interim period subsequent to
June 30, 1996, there have been no disagreements with S.W. Hatfield + Associates
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure or any reportable events.
S.W. Hatfield + Associates' report on the financial statements for the fiscal
year ended June 30, 1996 contained no adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope or accounting
principles.
The Registrant has requested that S.W. Hatfield + Associates furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. This letter is included as an exhibit to this
Form 8-K.
II.
Due to the fact that the accounting firm S.W. Hatfield + Associates the
independent accountants for the Registrant was dismissed as of November 1, 1996,
the Registrant engaged the accounting firm of Hein + Associates LLP., as
independent accountants for the Registrant, effective as of November 1, 1996.
During the fiscal years ended June 30, 1996 and the interim period subsequent to
June 30, 1996, there have been no consultations with Hein + Associates LLP on
any a matter of accounting principles to a specific transaction, either
completed or proposed; or the type audit opinion that might be rendered on the
Registrant's financial statements.
ITEM 7.
Financial Statements and Exhibits
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(c) Exhibits
16.2 Letter dated November 4, 1996 from S.W. Hatfield + Associates to the
Securities and Exchange Commission
1
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SIGNATURE
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 thereunto duly authorized.
S.O.I. INDUSTRIES, INC.
/s/ Kevin B. Halter
By: _____________________________
Kevin B. Halter
Dated: November 6, 1996
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EXHIBIT INDEX
Exhibit
Number
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16.2 Letter dated November 4, 1996, from S.W. Hatfield + Associates
3
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Exhibit 16.2
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S. W. HATFIELD + ASSOCIATES
certified public accountants
November 4, 1996
Board of Directors
S. O. I. INDUSTRIES, INC.
16910 Dallas Parkway, Suite 100
Dallas, TX 75248
Gentlemen:
Pursuant to our conversations with management of S. O. I. Industries, Inc.
(Company) on October 30, 1996, we provided the Company related to our latest
peer review report and its acceptance by the American Institute of Certified
Public Accountants, our experience and background qualifications and our Annual
Report to the AICPA Division of CPA Firms for the year ended December 31, 1995.
It is our understanding from these conversations that the American Stock
Exchange (AMEX) informed the Company that the AMEX maintains an unwritten policy
of not accepting firms of our size as auditors of its listed companies.
Further, we understand that the AMEX orally informed the Company that our
relationship must be terminated and replaced with one using a "larger"
independent certified public accounting firm in order for the Company to
maintain its listing on the AMEX.
It is our opinion that this AMEX mandate, based upon arbitrary AMEX staff
positions and unpublished AMEX rules, predicated our dismissal as the
independent accountants for the Company.
We have read the statements made by the Company in its Form 8-K, as of November
1, 1996 and anticipated to be filed on or about November 6, 1996 and have no
disagreements with the statements made therein.
Yours truly,
/s/ S. W. Hatfield + Associates
P. O. Box 820392 o Dallas, Texas 75382-0392 o 214-342-9635
9236 Church Road, Suite 1040 o Dallas, Texas 75231 o 800-244-0639
214-342-9601 (fax) o [email protected] (e-mail)
