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
MARCH 29, 1999
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(Date of Report)
VERSAILLES CAPITAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Colorado 0-22865 84-1044910
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
21550 OXNARD STREET, SUITE 830, WOODLAND HILLS, CA 91367
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(Address of Principal Executive Offices, Including Zip Code)
(818) 676-0404
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous Independent Auditors:
(i) Schumacher & Associates, Inc. ("Schumacher") was dismissed
from its position as the independent auditors for the Registrant on March
25, 1999.
(ii) Schumacher's reports on the financial statements of the
Registrant for the two fiscal years ended March 31, 1998 contain no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
audit scope or accounting principles. Such reports contained a
qualification as to the Registrant's ability to continue as a going
concern.
(iii) The Registrant's Board of Directors approved the change in
accountants.
(iv) For the two most recent fiscal years ended March 31, 1998
and through March 31, 1997, there has been no disagreement between the
Registrant and Schumacher on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreement would have caused them to make a reference to the
subject matter of the disagreement in connection with their reports.
(v) During the two most recent fiscal years ended March 31, 1998
and through March 31, 1997, the Registrant has not been advised of any
matters described in Regulation S-K, Item 304(a) (1) (v).
Schumacher has furnished a letter addressed to the Securities and
Exchange Commission (the "Commission") stating whether it agrees with the
statements contained above. A copy of that letter, dated March 25, 1999,
is filed as Exhibit 16 to this Form 8-K.
(b) New Independent Accountants:
The Registrant engaged Ernst & Young LLP ("Ernst & Young"), 21800
Oxnard Street, Suite 500, Woodland Hills, California 91367 as its new
independent accountants as of March 23, 1999. Prior to such date, the
Registrant did not consult with Ernst & Young regarding (i) the application
of accounting principles, (ii) the type of audit opinion that might be
rendered by Ernst & Young, or (iii) any other matter described in Item 304
(a) (1) (v) of Regulation S-K.
Item 7. Financial Statements and Exhibits
Exhibit 16. Letter from Schumacher to the Commission.
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, thereunto duly authorized.
Date: March 29, 1999
VERSAILLES CAPITAL CORPORATION
By: /s/ Wellington A. Ewen
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Wellington A. Ewen
Chief Financial Officer
Exhibit 16.
March 25, 1999
United States Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N. W.
Washington D.C. 20549
re: Versailles Capital Corporation
Ladies and Gentlemen:
The undersigned Schumacher & Associates, Inc. previously acted as
independent accountants to audit the financial statements of Versailles
Capital Corporation. We are no longer acting as independent accountants to
the Company.
This letter will confirm that we have reviewed Item 4 of the Company's
Form 8-K dated March, 1999 captioned "Changes in Registrant's Certifying
Accountant" and that we agree with the statements made therein as they
relate to us.
We hereby consent to the filing of this letter as an exhibit to the
foregoing report on Form 8-K.
Dated this 25th day of March, 1999
Sincerely,
Schumacher & Associates, Inc.
