ESSENTIAL RESOURCES INC
8-K, 1996-10-04
BUSINESS SERVICES, NEC
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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) October 1, 1996


                           ESSENTIAL RESOURCES, INC.
               Exact name of registrant as specified in charter


               Nevada                       33-55254        87-0485317
      (State or other jurisdiction        (Commission     (IRS Employer)
           of incorporation)              File Number)  Identification No.)


        412 Pleasant Valley Way, West Orange, NJ                  07052
        (Address of principal executive offices)               (Zip Code)


Registrant's telephone number,
including area code                       (201) 669-2809


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



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Item 4.  Changes in Registrant's Certifying Accountant.

                  On October 1, 1996, the Company, by action of the Board of
Directors, dismissed Smith & Company from its engagement as the Registrant's
principal accountant.

                  The report of Smith & Company on the Registrant's financial
statements for the years ended December 31, 1995 and 1994 did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit scope, or accounting principles. There had been no
disagreement on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if not
resolved to Smith & Company's satisfaction, would have caused Smith & Company to
make reference in connection with its reports to the subject matter of the
disagreement.

                  On October 1, 1996, the Registrant appointed BDO Seidman LLP
as the Registrant's principal accountant to audit the Registrant's financial
statements for the year ended June 30, 1996.

                                   EXHIBITS

Exhibit 1                  Letter of Smith & Company



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<PAGE>


                                       
                                  SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                             ESSENTIAL RESOURCES, INC.
                                             -------------------------
                                                    (registrant)


Dated: October 2, 1996                       By:/s/PHILLIP COOK
                                                ---------------
                                                Phillip Cook,
                                                President

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<PAGE>

                                                                       EXHIBIT 1

                                SMITH & COMPANY
                         CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS OF:                                          CRANDALL BUILDING SUITE 700
AMERICAN INSTITUTE OF                                10 WEST 100 SOUTH
   CERTIFIED PUBLIC ACCOUNTANTS                      SALT LAKE CITY, UTAH 84101
UTAH ASSOCIATION OF                                  TELEPHONE:  (801) 575-8297
   CERTIFIED PUBLIC ACCOUNTANTS                      FACSIMILE:   (801) 575-8306


         October 1, 1996
 

         SECPS Letter File
         US Securities and Exchange Commission
         Mail Stop 9-5
         450 Fifth Street, Northwest
         Washington, DC 20549


         RE:      Essential Resources, Inc. - SEC File No. 33-55254


         Ladies and Gentlemen:

         We have read Item 4 of the Form 8-K for Essential Resources, Inc.,
         dated October 1, 1996 and agree with the statements contained therein.

         Very truly yours,

         Smith & Company



         By:/s/ROGER B. KENNARD
            -----------------------
            Roger B. Kennard




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