================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
------------------------------
FORM 8-K
------------------------------
CURRENT REPORT
Pursuant to Section 12(g)
of the Securities Exchange of 1934
Date of Report March 31, 1998
------------------------------
Commission file number 33-27602
CROWN LABORATORIES, INC.
Incorporated pursuant to the Laws of Delaware State
------------------------------
Internal Revenue Service - Employer Identification No. 75-2300995
6780 Caballo Street, Las Vegas, Nevada 89119
(702) 696-9300
================================================================================
<PAGE>
Item 4. Change is Registrant's Certifying Account
On March 31, 1998, the audit committee of the board of directors
of Crown Laboratories, Inc., upon the recommendation of management of the
Company, voted (I) to dismiss the Company's independent public accounts, Arthur
Andersen LLP, and (II) engage BDO Seidman, LLP as the Company's independent
public accountants for the year ended December 31, 1997.
The reports issued by Arthur Andersen LLP on the Company's financial
statements for the each of years ended December 31, 1996 and 1995 did not
contain an adverse opinion or a disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting principles, except that
the report for the year ended December 31, 1995 was modified as regards the
ability of the Company as to continue as a going-concern.
For each of the Company's two most recent fiscal years and subsequent
thereto, there were no disagreements between the Company and Arthur Andersen LLP
on any matter of accounting principles and practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Arthur Andersen LLP, would have caused it to
make reference to the subject matter of the disagreement in its report, nor were
there any "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.
For each of the Company's two most recent fiscal years and subsequent
thereto, the Company had not consulted with BDO Seidman, LLP on any matter
concerning either (I) the application of accounting principles to a completed
or proposed transaction, or (II) the type of audit opinion that might be
rendered on the Company's financial statements.
Item 5.
The Company has retained new accountants which are in the process of
performing the 1997 audits. The Company anticipates completing this audit on or
before the end of the prescribed time period under Rule 12b-125. Consequently,
the Company is submitting Form 12b-25 for an extension of time to file its
10-KSB with the Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits
(b) Exhibits:
16.1 Letter from Arthur Andersen dated March 30, 1998.
<PAGE>
Arthur Andersen
March 30, 1998 1345 Avenue of the Americas
New York, NY 10105-0032
Writer's Direct Dial
Mr. Craig Nash
Chief Executive Officer
Crown Laboratories, Inc.
6780 Caballo Street
Las Vegas, Nevada 89119
Dear Mr.Nash:
This is to confirm that the client-auditor relationship between Crown
Laboratories,Inc. (Commission File No. 0-16235) and Arthur Andersen LLP has
ceased.
Very truly yours,
\s\ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
cc: SEC Office of the Cheif Executive
<PAGE>
Pursuant to the Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Crown Laboratories, Inc.
(Registrant)
\s\ Calvin T. Mathews
Calvin T. Mathews
March 31, 1998
