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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 3, 1997
ADVATEX ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3453420
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
605 West 48th Street, New York, N.Y. 10036
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (212) 921-0600.
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The accounting firm of KPMG Peat Marwick LLP (the "Former Accountants")
was dismissed by Advatex Associates, Inc. (the "Company") as the Company's
certifying accountants on December 3, 1997. On that same date Lazar, Levine &
Co., LLP were appointed as the Company's new certifying accountants (the "New
Accountants"). The dismissal was not as a result of any disagreements during the
registrant's two most recent fiscal years or any subsequent interim period
concerning accounting principles or practices, financial statement disclosure,
or auditing scope or procedure. The dismissal was as a result of the efforts and
desires of the Company to reduce the costs associated with preparing its annual
audited financial statements.
The Former Accountants' report on the financial statements for either
of the past two years never contained an adverse opinion or a disclaimer of
opinion, nor was qualified or modified as to uncertainty, audit scope, or
accounting principles. The decision to dismiss the Former Accountants was
recommended and approved by the Board of Directors of the Company. There was
never any authorization of the Former Accountants by the Company to fully
respond to inquiries of successor accountants concerning the subject matter of
any disagreement as provided for in Item 304 of Regulation S-K, because no such
disagreements ever took place. However, such authorization, should it have been
relevant, would have been given.
During the Company's two most recent fiscal years and any subsequent
interim period preceding such dismissal there were never any disagreements, nor
any audit or similar committee of the board of directors or Board of Directors
discussions regarding the following :
1) The Former Accountants having advised the Company that the
internal controls necessary for the Company to develop reliable
financial statements do not exist;
2) the Former Accountants having advised the Company that
information has come to the Former Accountants' attention that has led
it to no longer be able to rely on management's representations, or
that has made it unwilling to be associated with the financial
statements prepared by management;
3) (a) the Former Accountants having advised the Company of
the need to expand significantly the scope of its audit, or that
information has come to the Former Accountants' attention during the
time period covered by Item 304(a)(1)(iv) of Regulation S-K, that if
further investigated may (i) materially impact the fairness or
reliability of either: a previously issued audit report or the
underlying financial statements, or the financial statements issued or
to be issued covering the fiscal period(s) subsequent to the date of
the most recent financial statements covered by an audit report
(including
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information that may prevent it from rendering an unqualified audit
report on those financial statements), or (ii) cause it to be unwilling
to rely on management's representations or be associated with the
Company's financial statements, and (b) due to the Former Accountants'
dismissal, the Former Accountants did not so expand the scope of its
audit or conduct such further investigation; and
4) (a) the Former Accountants having advised the Company that
information has come to the Former Accountant's attention that it has
concluded materially impacts the fairness or reliability of either (i)
a previously issued audit report or the underlying financial
statements, or (ii) the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report (including information
that, unless resolved to the accountant's satisfaction, would prevent
it from rendering an unqualified audit report on those financial
statements), and (b) due to the Former Accountants' dismissal, the
issue has not been resolved to the Former Accountants' satisfaction
prior to its dismissal.
ITEM 5. OTHER EVENTS. Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
6.1 Letter from Former Accountants to be supplied upon receipt.
ITEM 8. CHANGE IN FISCAL YEAR. Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S. Not applicable.
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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.
Date: December 5, 1997 ADVATEX ASSOCIATES, INC.
By:/s/ Joseph P. Donnolo
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Joseph P. Donnolo, Chairman and
Chief Executive Officer
By:/s/ Rohullah F. Lodin
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Rohullah F. Lodin, Chief Financial and
Chief Accounting Officer
