SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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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PURPOSE OF AMENDMENT
The purpose of this amendment is to completely restate Item 4 of Registrant's
Reports on Form 8-K and 8-K/A with respect to the change in the Registrant's
certifying accountant.
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.
There were, in addition, in compliance with Regulation S-K Item 304(a)(1)(iv),
never any disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if there were any, if not resolved to the
satisfaction of the former accountants, would have caused it to make reference
to the subject matter of the disagreements in connection with its report.
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
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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 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 7. FINANCIAL STATEMENTS AND EXHIBITS.
6.1 Letters from Former Accountants (incorporated by reference to the
Registrant's Report on 8-K/A as filed on December 30, 1997).
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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: January 6, 1997 ADVATEX ASSOCIATES, INC.
By:/s/ Joseph P. Donnolo
Joseph P. Donnolo, Chairman and
Chief Executive Officer
By:/s/ Rohullah F. Lodin
Rohullah F. Lodin, Chief Financial and
Chief Accounting Officer
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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: January 6, 1997 ADVATEX ASSOCIATES, INC.
By:
Joseph P. Donnolo, Chairman and
Chief Executive Officer
By:
Rohullah F. Lodin, Chief Financial and
Chief Accounting Officer
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EXHIBIT INDEX
6.1 Letters from Former Accountants (incorporated by reference to the
Registrant's Report on 8-K/A as filed on December 30, 1997).
