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
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)
<PAGE>
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.
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, which would cause them to
make reference to the subject matter of a disagreement in connection with their
reports.
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.
---------
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: 5-9-00 _________________________
Kenneth J. White
President and Director
District of
Division NO.
Court No. 31-280016
Estate No. 31-280016
CERTIFICATE OF FULL PERFORMANCE OF PROPOSAL
IN THE MATTER OF THE PROPOSAL OF
FILM OPTICALS OF CANADA LIMITED
The Undersigned, Beallor & Partners Inc., the Trustee acting in the proposal of
FILM OPTICALS OF CANADA LIMITED, certifies that the proposal, as filed with the
official receiver on the 24th day of January 1994 and as amended for the second
time on the 24th day of September 1999 has been fully performed as of the 25th
day of April 2000.
Dated at Toronto this 25th day of April, 2000.
BEALLOR & PARTNERS INC.,
TURSTEE FOR THE EXTATE OF
FILM OPTICALS OF CANADA LTD.,
By/S/ E.C. White
- ---------------------
E.C. WHITE, C.A., CIP
Trustee
May 9, 2000
TC X Calibur, Inc.
181 Carlaw Avenue, Suite 300
Toronto, Ontario CANADA M4M 2S1
Dear Sirs:
This is to confirm that the client-auditor relationship betweeen TC X
Calibur, Inc., (Commission File Number 33-29139) and John Malone and Company has
ceased.
In addition, we have read teh Company's Form 8-K dated May 5, 2000,
regarding the chane in accountants. We acknowledge and agree with these
disclosures, and we have had no disagreement with the Company on accounting
matters.
Malone and Bailey, PLLC is the successor entity to John Malone & Company, P.C.
Sincerely,
John C.Malone CPA
Malone & Bailey, PLLC
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 905
450 Fifth Street, N.W.
Washington, D.C., 20549
