IRATA INC
8-K, 1996-06-17
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<PAGE>
 
                                   FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported):  June 17, 1996
                                                          (June 11, 1996)



                         COMMISSION FILE NUMBER 1-13068


                                  IRATA, INC.
                              (Name of registrant)


TEXAS                                                 76-0366015
(State of incorporation)                              (IRS Employer   
                                                      Identification No.)
 
8554 KATY FREEWAY, SUITE 100, HOUSTON, TEXAS          77024
(Address of principle executive offices)              (Zip Code)
 
Registrant's telephone number, including area code    (713)467-4300
 


Page 1 of  4
Exhibit 1 is on page 4
<PAGE>
 
Item 4. Changes in Registrant's Certifying Accountant

  1. Effective June 11, 1996 Ernst & Young LLP, resigned as our certified public
accountants. The resignation was accepted by the Audit Committee of the Board
of Directors.

  2. For the Company's fiscal year ending  June 30, 1994 an unqualified opinion
was issued on the financial statements. However, Ernst & Young's report dated
September 22, 1995 for the fiscal year ending June 30, 1995 contained the
following paragraph:
 
  The accompanying financial statements have been prepared assuming that Irata,
  Inc. will continue as a going concern. As more fully described in Note 2, the
  Company has incurred recurring losses and has a working capital  deficiency.
  In addition, the Company has not complied with certain covenants of a loan
  agreement with a lender. These conditions raise substantial doubt about the
  Company's ability to continue as a going concern. Management's plans in regard
  to these matters are also described in Note 2. The financial statements do not
  include any adjustments to reflect the possible future effects on the
  recoverability and classification of assets or the amounts and classification
  of liabilities that may result from the outcome of this uncertainty.

  3. During the Company's two most recent fiscal years and through June 11,
1996, there were no disagreements with Ernst & Young LLP in regards to financial
accounting and reporting matters which if not resolved to the satisfaction of
Ernst & Young LLP, would have caused it to make reference to the subject matter
of the disagreement in connection with its report.

  4. During the Company's two most recent fiscal years and through June 11,
1996, reportable conditions relating to the internal control structure were
noted and reported to the Audit Committee.

  5. The Company has requested Ernst & Young LLP to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether Ernst &
Young LLP agrees with the statements contained above. A copy of the letter from
Ernst & Young LLP to the Securities and Exchange Commission is filed as 
Exhibit 1. 

                                                                               1
<PAGE>
 
                                   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.



                                         IRATA, INC.
                                         (Registrant)



Date:  June 17, 1996                  /s/ Robert A. Searles, Jr.
                                    ____________________________________
                                         Robert A. Searles, Jr.
                                    President and Chief Executive Officer

                                                                               2

<PAGE>
 
                [LETTERHEAD OF ERNST & YOUNG LLP APPEARS HERE]




                                                           Exhibit 1 to Form 8-K


June 17, 1996


Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549

Gentlemen:

We have read Item 4 of Form 8-K dated June 17, 1996, of Irata, Inc. and are in 
agreement with the statements contained in the first sentence of paragraph 1 and
paragraphs 2 through 4 on page 1 therein. We have no basis to agree or disagree
with other statements of the registrant contained therein.



                                            ERNST & YOUNG LLP



      Ernst & Young LLP is a member of Ernst & Young International, Ltd.




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