PACESETTER OSTRICH FARM INC
8-K, 1998-10-09
AGRICULTURAL PROD-LIVESTOCK & ANIMAL SPECIALTIES
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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 9, 1998
                                                         ---------------

                          Pacesetter Ostrich Farm, Inc.
                          -----------------------------
             (exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S>                                                   <C>                           <C>       
                 Delaware                             1-11282                       72-1186845
    ----------------------------------- ------------------------------------ -------------------------
     (State or other jurisdiction or         (Commission File Number)             (IRS Employer
              incorporation)                                                   Identification No.)

</TABLE>


                  10135 Hereford Road, Folsom, Louisiana 70437
                  --------------------------------------------
          (Address of principal executive offices, including zip code)


       Registrant's telephone number, including area code (504) 796 - 5806
                                                          ----------------

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)




                                       1

<PAGE>


Item 4.  Changes in Registrant's Certifying Accountant
- ------------------------------------------------------

On March 30, 1998, the Company was informed by Arthur Andersen & Co., LLP, its
independent auditors, that it was resigning as the Company's certifying
accountant and would not be available to conduct the audit of the Company's
financial statements for the calendar year ended December 31, 1997.

Arthur Andersen's previous audit reports have included references to the
Company's recurring operating losses and difficulty in meeting some of its
financial obligations. These factors raised substantial doubt about the
Company's ability to continue as a going concern.

Arthur Andersen was engaged as the Company's certifying accountant in December,
1992, and since such engagement, there were no disagreements between the Company
and Arthur Andersen on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.

On September 17, 1998, Laporte, Sehrt, Romig & Hand was engaged as the Company's
certifying accountant. On September 17, 1998, the Company's Board of Directors
authorized the decision to engage Laporte, Serht, Romig & Hand.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
- ---------------------------------------------------------------------------

(a)   Exhibits - Letter from Arthur Andersen & Co. to the Company dated 
      September 24, 1998.


                                       2
<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 hereunto duly authorized.

                                   Pacesetter Ostrich Farm, Inc.



                                   By:/s/ Walter Reid Green
                                      -------------------------------------
                                       Walter Reid Green, Jr.
                                       Chief Financial & Accounting Officer

Dated: October 9, 1998



                                       3


                                     ARTHUR
                                    ANDERSEN


September 24, 1998                                 Arthur Andersen LLP
                                                   Suite 4500
                                                   201 St. Charles Avenue
                                                   New Orleans LA 70170-4500
                                                   504 581 5454

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

We have read Item 4 included in the Form 8-K dated September 17, 1998 of
Pacesetter Ostrich Farm, Inc. filed with the Securities and Exchange Commission
and are in agreement with the statements contained therein.

Very truly yours,

ARTHUR ANDERSEN LLP


By: /s/ Sean G. Daly
    ----------------------
    Sean G. Daly


Copy to: Walter Reid Green, Jr.
         Pacesetter Ostrich Farm, Inc.








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