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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 of 1934
Date of Report (Date of earliest event reported): July 13, 1998
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-28238 54-1521616
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or File No.) Identification No.)
organization)
22570 Markey Court, Dulles, Virginia 20166-6901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 444-7931
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(Former name or former address, if changed since last report)
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Item 4: Changes in Registrant's Independent Public Accountants
Effective July 13, 1998, the Audit Committee of the Company's Board of
Directors approved a change in the Company's independent accountant. The
independent accountant who was previously engaged as the principal accountant
to audit the Company's financial statements was Thompson, Greenspon & Co.,
P.C. Thompson, Greenspon & Co., P.C.'s reports covered the years ended
December 31, 1997, 1996 and 1995. The reports of Thompson, Greenspon & Co.,
P.C. covering the Company's financial statements as of and for the periods
ended December 31, 1997, 1996 and 1995 contained going concern considerations.
Other than the foregoing, none of the reports of Thompson, Greenspon & Co.,
P.C. on the financial statements of the Company for periods reported on by
Thompson, Greenspon & Co., P.C. contained any adverse opinion or disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles. Nor have there been any disagreements between the
Company and Thompson, Greenspon & Co., P.C. on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure.
The Company retained the accounting firm of Hein + Associates, LLP, to
serve as the Company's independent accountant to audit the Company's financial
statements. This engagement was effective July 15, 1998. Prior to its
engagement as the Company's independent accountant, Hein + Associates, LLP had
not been consulted by the Company either with respect to the application of
accounting principles to a specific transaction or the type of audit opinion
that might be rendered on the Company's financial statements or on any matter
that was the subject of any prior disagreement between the Company and its
previous certifying accountant.
The Company has requested Thompson, Greenspon & Co., P.C. to furnish it a
letter addressed to the Commission stating whether it agrees with the above
statements.
ITEM 7: EXHIBITS
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Exhibit No.
18.0 Pursuant to Item 304(a)(3) of Regulation S-B, Section 228.304(a)(3) of
the Regulations under the Securities Exchange Act of 1934, as amended,
the Registrant furnishes herewith the letter of Thompson, Greenspon &
Co., P.C., former accountants to the Company.
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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 hereunto duly authorized.
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
Date: July 20, 1998 By: /s/ Oliver L. North
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Oliver L. North, President
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THOMPSON, GREENSPON & CO., P.C.
Certified Public Accountants
Management Consultants
Securities and Exchange Commission
Washington, D.C. 20549
Re: Guardian Technologies International, Inc.
Gentlemen:
By this letter, the firm of Thompson, Greenspon & Co., P.C., acknowledges that
on July 14, 1998, it was notified of its dismissal as independent accountant
by Guardian Technologies International, Inc. Prior to July 14, 1998,
Thompson, Greenspon & Co., P.C. had served as independent accountant to audit
the Registrant's financial statements. Thompson, Greenspon & Co., P.C.'s
reports covered the years ended December 31, 1997, 1996 and 1995. The reports
of Thompson, Greenspon & Co., P.C. covering the Registrant's financial
statements as of and for the periods ended December 31, 1997, 1996 and 1995
contained paragraphs describing going concern considerations. Other than the
foregoing, none of the reports of Thompson, Greenspon & Co., P.C. contained
any adverse opinion or disclaimer of opinion nor were modified as to audit
scope, accounting principles or uncertainty. There have been no disagreements
between the Registrant and Thompson, Greenspon & Co., P.C. on any matter of
accounting principals or practices, financial statement disclosure or auditing
scope or procedure.
Thompson, Greenspon & Co., P.C.
Fairfax, Virginia
July 17, 1998
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3930 Walnut Street Fairfax, VA 22030-4790
(703) 385-8888 (703) 385-3940 (fax)
