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SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): February 5, 1997
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VITAFORT INTERNATIONAL CORPORATION
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(Exact Name of Registrant as specified in its Charter)
Delaware 0-18438 68-0110509
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Suite 480, 1800 Avenue of the Stars, Los Angeles, California 90067
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number,
including area code: (310) 552-6393
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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On February 5, 1997, the Company dismissed the firm of KPMG Peat Marwick,
LLP ("KPMG") as the Company's independent auditors, effective immediately. The
Company then selected BDO Seidman ("BDO") to act as the Company's independent
auditors for the fiscal year ending December 31, 1996. The foregoing actions of
the Company were ratified by the Board of Directors.
The reports of KPMG on the Company's financial statements for the years
ended December 31, 1994 and December 31, 1995 did not contain an adverse opinion
or a disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles, except that the report for
the year ended December 31, 1994 contained a "going concern" explanatory
paragraph.
During the two years ended December 31, 1995, and during the subsequent
period from January 1, 1996 through February 5, 1997, there were no
"Disagreements" (as such term is defined under the Federal Securities laws) with
KPMG 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 KPMG, would have caused that firm to make reference to
the subject matter of the Disagreements in connection with their report.
During the two years ended December 31, 1995, and during the period from
January 1, 1996 through February 5, 1997, the Company was not (i) advised by
KPMG that the Company did not have internal controls necessary to develop
reliable financial statements; (ii) advised by KPMG that it was no longer able
to rely on management's representations or that it was unwilling to be
associated with financial statements prepared by management; (iii) advised by
KPMG of a need to expand the scope of its audit; or (iv) advised by KPMG that
information had come to its attention that materially impacted the fairness or
reliability of any audit report or financial statement issued or to be issued,
or caused them to be unwilling to rely on management's representations or be
associated with the Company's financial statements (collectively, "Reportable
Events").
During the year ended December 31, 1995, and the period from January 1,
1996 to January 31, 1997, neither the Company, nor anyone on its behalf,
consulted BDO on (i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit opinion that
might be rendered on the Company's financial statements; or (iii) any matter
that was either the subject of Disagreement or a Reportable Event. A letter from
KPMG is attached as Exhibit d.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Letter from KPMG as of February 5, 1997. None
(b) Financial Statements. None
(c) Pro Forma Financial Information. None
(d) Letter from KPMG dated February 6, 1997.
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SIGNATURE
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 thereunto duly authorized.
VITAFORT INTERNATIONAL CORPORATION
By: /s/ Mark Beychok
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Mark Beychok
Chief Executive Officer
Dated: February 11, 1997
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EXHIBIT 16.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
February 6, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Vitafort International Corporation
and, under the date of February 16, 1996, we reported on the consolidated
financial statements of Vitafort International Corporation as of and for the
years ended December 31, 1995 and 1994. On January 31, 1997, our appointment as
principal accountants was terminated. We have read Vitafort International
Corporation's statements included under Item 4 of its Form 8-K dated February 5,
1997, and we agree with such statements, except that we are not in a position to
agree or disagree with Vitafort International Corporation's statements that our
termination and the appointment of BDO Seidman were ratified by the Board of
Directors, or whether there was any consultation with BDO Seidman.
Very truly yours,
/s/ KPMG Peat Marwick LLP
