SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
May 5, 2000
(Date of Earliest Event Reported)
TC X CALIBUR, INC
(Exact Name of Registrant as Specified in its Charter)
NEVADA 33-29139 87-0474017
(State or other Jurisdiction) (Commission File No.) (IRS Employer I.D. No.)
181 Carlaw Avenue, Suite 300
Toronto, Ontario, Canada M4M 2S1
(Principal Executive Office Address)
Registrant's Telephone Number, Including Area Code: (416)465-3530
24 Queen Street East, Suite 401
Brampton, Ontario, Canada L6V 1A3
(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
None, Not Applicable;
Item 2. Acquisition or Disposition of Assets.
None, Not Applicable;
Item 3. Bankruptcy or Receivership.
Film Opticals of Canada Ltd.("Film Opticals"), the Company's sole operating
subsidiary, was released from court protection on the 25th day of April, 2000,
with a Certificate of Full Performance of Proposal. A copy of the Certificate is
attached hereto and incorporated herein by this reference. Please see Item 7.
Item 4. Changes in Registrant's Certifying Accountant.
Pursuant to a unanimous consent of the Board of Directors of the Company,
effective May 5, 2000, Mantyla & McReynolds, Certified Public Accountants, of
Salt Lake City, Utah, have been retained to audit the financial statements of
the Registrant as of May 5, 2000. Mantyla & McReynolds are preparing audited
financial statements of the Registrant for the calendar years ended December 31,
1999 and 1998; The Registrant has contacted its previous auditor, Malone and
Bailey, PLLC, formerly John Malone & company, Certified Public Accountants, 5444
Westheim #2080, Houston TX 77056 (713) 840-1210, and there are no disagreements
between the Registrant and the previous auditor, Malone & Bailey, whether
resolved or not resolved, on any matter of accounting principles or practices,
financial statement disclosures or auditing scope or procedure, for the period's
ending December 31, 1999 and 1998, and since then, which would cause them to
make reference to the subject matter of a disagreement in connection with their
reports. Malone and Bailey, PLLC, formerly John Malone & Company were dismissed
as the Company's auditors due to the fact that the Company has had no working
relationship with the aforementioned since on or before 1993.
It is not anticipated that the reports of Mantyla & McReynolds, will
contain any adverse opinion or disclaimer of opinion, with the exception of a
standard "going concern" qualification, if applicable.
During the Registrant's two most recent calendar years, and since then,
neither Mantyla & McReynolds nor Malone & Bailey have advised the Registrant
that any of the following exists or is applicable:
(1) That the internal controls necessary for the Registrant to develop
reliable financial statements do not exist, that information has come to
their attention that has lead them to no longer be able to rely on
management's representations, or that has made them unwilling to be
associated with the financial statements prepared by management.
(2) That the Registrant needs to expand significantly the scope of its
audit, or that information has come to their attention that if further
investigated may materially impact the fairness or reliability of a
previously issued audit report or the underlying financial statements or
any other financial presentation, or cause them to be unwilling to rely on
management's representations or be associated with the Registrant's
financial statements for the foregoing reasons or any other reason; or
(3) That they have advised the Registrant that information has come to
their attention that they have concluded materially impacts the fairness of
reliability of either a previously issued audit report or the underlying
financial statements for the foregoing reasons or any other reason.
During the Registrant's two most recent fiscal years and since then, the
Registrant has not consulted Mantyla & McReynolds nor Malone & Bailey regarding
the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Registrant's financial statements or any other financial presentation
whatsoever.
The Registrant has provided Malone & Bailey with a copy of the disclosure
provided under this caption of this Report, and has advised it to provide the
Registrant with a letter addressed to the Securities and Exchange Commission as
to whether it agrees or disagrees with the disclosures made herein. A copy of
its response is attached hereto and incorporated herein by this reference. See
Item 7.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Directors and Executive Officers.
None; not applicable.
Item 7. Financial Statements and Exhibits.
Financial Statements.
---------------------
None; not applicable.
Exhibits.
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Description of Exhibits Exhibit Number
----------------------- --------------
Certificate of Full Performance 99
of Proposal
Letter on change in Certifying 16
Accountants
Item 8. Change in Fiscal Year.
None; not applicable.
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.
TC X Calibur, Inc.
By/S/Kenneth J. White
Date: 9-13-00 _________________________
Kenneth J. White
President and Director
