SKYNET TELEMATICS INC
8-K, 2000-01-26
BLANK CHECKS
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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:   January 19, 2000


                             Skynet Telematics, Inc.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Nevada                    33-55254-39               87-0485315
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(State or other jurisdiction         (Commission             (IRS Employer
      or incorporation)              File Number)         Identification No.)


Link House, 259 City Road London, U.K. EC1V 1JE                     N/A
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(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code 011 44 207 490 7900



- --------------------------------------------------------------------------------

          (Former Name Or Former Address, If Changed Since Last Report)

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         Item 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

         Effective January 19, 2000, the Company dismissed Smith & Company, its
independent accountant for fiscal 1998. The Company is presently in the process
of retaining new independent accountants for fiscal 1999.

         The decision to change accountants was made by the Board of Directors.
For the audit of the financial statements of registrant for the years ended
December 31, 1997 and 1998, there were no disagreements on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which if not satisfactorily resolved would have caused Smith
& Company to reference such matter in its report. Through December 31, 1999,
there were no disagreements on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure with Smith &
Company. The accountants' reports for the year ended December 31, 1998 contained
a qualified opinion in an explanatory paragraph stating that the financial
statements have been prepared on a going concern basis. As discussed in Note 11
to the consolidated financial statements, the Company has experienced
significant losses, resulting in a deficit equity position. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

         Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
                  AND EXHIBITS

         (16) Letter re Change in Certifying Accountant.


<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.



Skynet Telematics, Inc.



                                      By:  /s/ Tomas Wilmot
                                         -------------------------------------
                                            Tomas Wilmot
                                            Chief Executive Officer



Dated:   January 25, 2000


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                                                                      Exhibit 16


                       [LETTERHEAD OF SMITH & COMPANY]

January 25, 2000

Mr. Tomas G. Wilmot, President
Skynet Telematics, Inc.
Link House, 259 City Road
London, England EC1V 1JE

Dear Mr. Wilmot:

This is to confirm that the client-auditor relationship between Skynet
Telematics, Inc. (SEC File No. 33-55254-39) and Smith & Company has ceased,
effective January 19, 2000. This will also confirm that we have read Skynet's
Form 8-K dated January 25, 2000 and agree with the statements disclosed in
Item 4 thereof.

Very truly yours,


Smith & Company


/s/ William R. Denney

By: William R. Denney


cc: SECPS LETTER FILE
    U.S. SECURITIES & EXCHANGE COMMISSION
    MAIL STOP 9-5
    450 FIFTH STREET, NORTHWEST
    WASHINGTON, DC 20549



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