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
Date of Report: April 14, 1999
ACTRADE INTERNATIONAL, LTD.
(Exact name of registrant as specified by its charter)
Delaware 0-18711 13-3437739
(State or other jurisdic- (Commission File (IRS Employer
tion of incorporation) Number) Identification
Number)
7Penn Plaza, Suite 422, New York, NY 10001
(Address of principal executive offices)
Registrant's Telephone Number: (212) 563-1036
Former Name or Former Address If Changed Since Last Report
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Item 4. Change in Registrant's Certifying Accountant.
On March 24, 1999 Zeller, Weiss & Kahn, Certified Public Accountants
("ZWK"), filed a letter with the Securities and Exchange Commission ("SEC") and
reported that it had been discharged by Registrant and would no longer serve as
the certifying accountants for the Registrant. This was precipitated by
discussions which had been ongoing between Registrant and ZWK with respect to
the future needs of the Registrant and the ability of ZWK to meet such needs.
Due principally to the growth of the Registrant and the expansion of its
operations outside of the United States, management had for several months been
engaged in discussions with other, internationally recognized accounting firms
with a view towards replacing ZWK as Registrant's certifying accountants. Both
management and ZWK agreed that this would be in the best interest of Registrant
and that such election to replace ZWK was not due to any dispute or disagreement
between Registrant and ZWK. The decision to engage new auditors has been
approved by both Registrant's Audit Committee and its Board of Directors.
In March, 1999, Registrant advised ZWK that initial discussions with
another accounting firm had progressed to a point where management believed that
final terms of engagement would be finalized prior to fiscal 1999 year-end.
Based upon this conversation ZWK filed the above referenced letter with the SEC,
although as of the date of this Report no new accounting firm has been engaged
and ZWK remain the accountants for Registrant. However, under
applicable SEC rules and regulations the filing of this Report is mandatory
whether or not the letter filed by ZWK accurately reflected Registrant's
position as to its independent auditors.
During Registrant's two most recent fiscal years, ZWK's reports on the
financial statements prepared for Registrant did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principals. Further, during Registrant's two most
recent fiscal years and all intervening stub periods there were no disagreements
with ZWK on any matter of accounting principals or practices, financial
statement disclosure, or auditing scope or procedures which, if not resolved to
the satisfaction of ZWK would have caused it to make reference to the subject
matter of the disagreements in connection with its report. In fact, the
foregoing statements are true with respect to all financial statements prepared
by ZWK during its engagement by the Registrant.
Upon engagement of new independent auditors Registrant will file another
Report 0n From 8-K as required.
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 hereunto duly authorized.
Dated: April 14, 1999 ACTRADE INTERNATIONAL, LTD.
BY:__/s/Alexander C. Stonkus________________
Alexander C. Stonkus, Chief
Operating Officer &
Chief Financial Officer
