KELLER FINANCIAL SERVICES OF FLORIDA INC
8-K/A, 1998-04-01
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    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 26, 1998

                       Keller Financial Services of Florida, Inc.
               (Exact name of registrant as specified in charter)


        Florida                         33-46921-A          59-3110610
(State of other jurisdiction  (Commission       (IRS Employer
     of incorporation)        File Number)     Identification No.)



18167 U.S. Hwy 19 N, Suite 450, Clearwater, FL    33623
(Address of principal executive offices)                 (Zip Code)



Registrant's telephone number, including area code (813) 524-1400





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



<PAGE>






Item 4.   Changes in Registrant's Certifying Accountant.

     On February 26, 1998, Keller Financial Services of Florida, Inc.  
(the "Company") was advised by KPMG Peat Marwick LLP ("KPMG") that KPMG 
was resigning as the Company's independent accountants.

    KPMG's  reports on the  financial  statements  of the Company for the fiscal
years ended  December 31, 1994 and 1995 did not contain an adverse  opinion or a
disclaimer  of opinion and were not  qualified  or  modified as to  uncertainty,
audit scope or accounting principles.

     To the  knowledge  of the  present  executive  management  and the Board of
Directors  of the  Company,  in  connection  with the  audits  of the  Company's
financial  statements  for each of the two fiscal years ended  December 31, 1994
and 1995, and the subsequent  interim period,  there were no disagreements  with
KPMG on any matters of accounting  principles or practices,  financial statement
disclosure  or  auditing  scope and  procedure  which,  if not  resolved  to the
satisfaction of KPMG,  would have caused KPMG to make reference to the matter in
its reports,  except as to the audit as of and for the year ended December 1996;
(1) KPMG had  requested  certain  information  which the  Company was unablbe to
provide as of the date of KPMG's  resignation.  KPMG has stated that the lack of
such information  presented a scope limitation with respect to the completion of
the audit as of and for the year ended December 1996. (2) KPMG  communicated  to
the  Company  that as a result of a number of  changes in the  Company's  senior
financial  management,  KPMG is unwilling to rely on  representations of current
management  with respect to the  financial  information  provided for the period
ended December 31, 1996. As a result of its resignation,  KPMG will not complete
the audits as of and for the year ended December 31, 1996.

   The Company is currently interviewing independent accountants to complete the
audits as December 31, 1997 and 1996 and for the two years then ended.

Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits.

          Exhibit No.    Description of Document

          16.             Letter dated March 27, 1998 from KPMG Peat Marwick LLP
                          to the Securities and Exchange Commission.


                                   SIGNATURES

     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.

                              Keller Financial Services of Florida, Inc.

Date:  March 27, 1998      By:  /s/ Brian R. Keller
                                 Its:  Chairman and Secretary and Treasurer

<PAGE>


                                   EXHIBIT 16





March 27, 1998



Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:


We were previously principal accountants for Keller Financial Services of 
Florida, Inc.  and and all related entities: Keller  Financial  Services of 
Tampa Bay, Inc.,  Keller  Financial Services of St. Pete.,  Inc.,  Keller  
Financial  Services of Clearwater,  Inc., Keller  Financial  Services of  
Pinellas,  Inc.,  Keller  Financial  Services of Central Florida,  Inc., Keller 
Financial Services of West Florida,  Inc., Keller Financial  Services of North 
Florida,  Inc.,  Keller  Financial  Services of The Suncoast, Inc., Keller 
Financial Services of Mid-Florida, Inc. under the date of February 16, 
1996, except for note I, which is as of April 29, 1996, we reported on the 
financial statements of for Keller Financial Services of Florida, Inc.  and and
all related entities: Keller  Financial  Services of Tampa Bay, Inc.,  Keller  
Financial Services of St. Pete.,  Inc.,  Keller  Financial  Services of 
Clearwater,  Inc., Keller  Financial  Services of  Pinellas,  Inc.,  Keller  
Financial  Services of Central Florida,  Inc., Keller Financial Services of West
Florida,  Inc., Keller Financial  Services of North Florida,  Inc.,  Keller  
Financial  Services of The Suncoast, Inc., Keller Financial Services of 
Mid-Florida, Inc. as of and for the years ended December 31, 1995 and
1994.  On February 26, 1998 we resigned.  We have read Keller Financial Services
of Florida, Inc and all related entities: Keller  Financial  Services of Tampa 
Bay, Inc.,  Keller  Financial Services of St. Pete.,  Inc.,  Keller  Financial  
Services of Clearwater,  Inc., Keller  Financial  Services of  Pinellas,  Inc., 
Keller  Financial  Services of Central Florida,  Inc., Keller Financial Services
of West Florida,  Inc., Keller Financial  Services of North Florida,  Inc.,  
Keller  Financial  Services of The Suncoast, Inc., Keller Financial Services of 
Mid-Florida, Inc.  statements included under Item 4 of its Form 8-K dated March 
27, 1998, and we agree with such statements, except we have no knowledge of the 
matter discussed in the last paragraph regarding interviewing independent 
accountants.

                              Very truly yours,

                         /s/  KPMG PEAT MARWICK LLP


<PAGE>


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