NET TECH INTERNATIONAL INC
8-K/A, 2000-04-14
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): March 20, 2000


                          Net/Tech International, Inc.
              -----------------------------------------------------
              (Exact name of registrant as specified in is charter)


      Delaware                                            22-3038309
   --------------                                         ----------
  (State or other                                      (I.R.S. Employer
  jurisdiction of                                     Identification No.)
   incorporation)

            1 WEST FRONT STREET, SUITE 30, RED BANK, NEW JERSEY 07701
               (Address of principal executive offices) (Zip Code)


                    Issuer's telephone number: (732) 345-1100

                                    N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

                                    FORM 8-K

            ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

In  anticipation  of  the  coming  merger  with  ROI   Corporation,   a  Georgia
Corporation,  located at Westside  Center,  101 Emma Lane,  Woodstock,  Georgia,
30189, and the further expansion of the business,  Net/Tech International,  Inc.
(Company) decided it needed a larger accounting firm with greater resources.  As
such,  Mirsky,  Furst &  Associates,  P. A.,  (principal  accountant),  201 Main
Street, Fort Lee, New Jersey,  07024, was dismissed as the Company's  certifying
accountant on March 20, 2000.

Mirsky,  Furst & Associates  had conducted the audits for the previous two 10KSB
Annual Reports.

The principal  accountant's reports on the financial statements for the past two
years  contained no adverse  opinion or  disclaimer  of opinion.  The  principal
accountant's  reports  were not  modified as to  uncertainty,  audit  scope,  or
accounting principles.

The Company's  decision to change  principal  accountants  was  recommended  and
approved by the board of directors.

The Company had no  disagreement  with Mirsky,  Furst &  Associates,  P. A. with
regard to any matter of accounting principles or practices,  financial statement
disclosure,  or auditing principles or practices,  which, if not resolved to the
former accountant's satisfaction,  would have caused it to make reference to the
subject matter of any such disagreement in connection with its reports.

At the annual  meeting,  held at the  Company's  corporate  offices on March 20,
2000, the Company's  shareholders  ratified the Board's  recommendation that BDO
Seidman, LLP, 285 Peachtree Center Avenue, Suite 800, Atlanta,  Georgia,  30303,
become the Company's certifying accountant.

/s/ Glenn Cohen
President Net/Tech International, Inc.

<PAGE>

                                    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.

                                       Net/Tech International, Inc.

Dated:  April 14, 2000                 By: /s/ Glenn Cohen
                                           ----------------------
                                           President and Chief Executive Officer



                                 EXHIBIT 16.

                       MIRSKY, FURST & ASSOCIATES, P.A.
                                1515 BROADWAY
                             NEW YORK, N.Y. 10036
                                 212-869-3333

April 12, 2000

United States Securities And Exchange Commission
Washington,  D.C.  20549

Dear Sir:

As the former principal independent accountant for Net/Tech International,
Inc., Mirsky, Furst & Associates, P.A. affirms the following:

     1)   That  there  were  no  disagreements   with  Net/Tech   International,
          Incorporated on any matter of accounting principles or practices;
     2)   That  there  were  no  disagreements   with  Net/Tech   International,
          Incorporated over financial statement disclosure;
     3)   That  there  were  no  disagreements   with  Net/Tech   International,
          Incorporated over auditing scope or procedure.

Net/Tech International, Incorporated has provided us with a copy of the
disclosures required by the SEC pursuant to Item 304 of Regulation S-B.
Mirsky, Furst & Associates, P. A. agrees with the disclosures contained in
its amended 8-K filing.

Sincerely,
/s/ Alan P. Kurinovich
Alan P. Kurinovich, C P A



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