OPAL TECHNOLOGIES INC
8-K, 1998-03-30
BLANK CHECKS
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                       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: (Date of earliest event reported): January 16, 1998



                             Opal Technologies, Inc.
             (Exact name of Registrant as specified in its charter)
 
                                  33-18834-LA
                               -----------------
                              (Commission Number)

                                  
          Nevada                                                87-0306464      
- ----------------------------                              ----------------------
(State or other jurisdiction)                                (I.R.S. Employer
     of incorporation)                                    Identification Number)


         Suite 4704 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
        ----------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                               011-852-2541-1999
                            -----------------------
              (Registrant's telephone number, including area code)

                                                                                
          (Former name or former address, if changed since last report)



<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant

         (a)   Resignation of Independent Accounting Firm

               (i) H. J. Swartz & Company,  P.A. (the "principal  accountants"),
          the independent accounting firm which audited the financial statements
          of the Registrant  during fiscal year 1996,  resigned as the Company's
          principal accountants on January 16, 1998 in response to the Company's
          request.

               (ii) None of the principal  accountant's reports on the financial
          statements of the  registrant  has  contained an adverse  opinion or a
          disclaimer of opinion, or was qualified or modified as to uncertainty,
          audit scope, or accounting principles.

               (iii)    Not applicable.

               (iv) During the  preceding two years and any  subsequent  interim
          period preceding their dismissal,  the registrant had no disagreements
          with the principal  accountants on any matter of accounting principles
          or practices,  financial  statement  disclosure,  or auditing scope or
          procedure, which disagreements, if not resolved to the satisfaction of
          the principal  accountants,  would have caused it to make reference to
          the subject matter of the disagreements in connection with its report.

               (v) None of the kinds of events listed in paragraph  (a)(1)(v)(A)
          through (D) of  Regulation  S-K Item 304 occurred  during the two most
          recent fiscal years and any subsequent interim periods.

         (b)   Engagement of New Independent Accountants

               On January 16, 1998, the registrant's board of directors formally
          engaged Arthur  Andersen & Co. as its new principal  accountants  (the
          "new accounting firm") to audit the registrant's financial statements.

               The  registrant,  during the two most recent fiscal years and any
          subsequent   interim  period  prior  to  the  engagement  of  the  new
          accounting  firm,  did not consult with the new  accounting  firm with
          regard  to  any  of  the  matters   listed  in  Regulation  S-K  Items
          304(a)(2)(i) or (ii).

Item 7.  Financial Statements and Exhibits.

         (c)   Exhibits

                    16.1 Letter from H. J. Swartz & Company,  P.A. re. change in
               certifying accountant
<PAGE>

                                   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.


                              OPAL   TECHNOLOGIES,    INC.

                              /s/
                              ----------------------------
                              By: John Koon
                                  President

Date: February __, 1998




H.J. Swart & Company, P.A.
Certified Public Accountants


February 22, 1998

United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20559

RE:  OPAL TECHNOLOGIES, INC.

Gentlemen:

     We  have  acted  as  the  Certifying   Accountant  for  the  aforementioned
Registrant  for the fiscal  year  ended  December  31,  1996.  However,  we have
resigned  as the  Registrant's  Certifying  Account  for the  fiscal  year ended
December 31, 1997. This firm has been provided with the disclosures  required by
Item 304(a)(1) of the Regulation S-K made by the Registrant to the United States
Securities  and  Exchange  Commission.   Upon  review  of  the  disclosures  and
statements contained in the Form 8-K, this firm agrees with such disclosures and
statements  made by the Registrant  pursuant to Item 304(a)(1) of Regulation S-K
and hereby consents to the inclusion of this letter as an exhibit to Form 8-K.


Yours truly,


/s/
H. J. Swartz & Company, P.A.




                               717 East Oak Street
                            Kissimmee, Florida 34744
           (407) 847-7466; fax (407) 847-6641 - Orlando (407) 647-7100



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