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): November 19, 1997
COMPU-GRAPHICS, LTD.
(Exact name of registrant as specified in its charter)
Nevada 33-55254-40 87-0485311
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
440 Louisiana, Suite 475, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 547-8900
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
(a) Resignation of Independent Accounting Firm
(i) Smith & Company (the "principal accountants"), the independent
accounting firm which audited the financial statements of the
registrant during fiscal year 1993, was dismissed by the Company on
November 19, 1997.
(ii) None of the principal accountant's reports on the financial
statements of the registrant has contained an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty,
audit scope, or accounting principles.
(iii) Not applicable.
(iv) During the preceding two years and any subsequent interim period
preceding their dismissal, the registrant had no disagreements with
the principal accountants on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of
the principal accountants, would have caused it to make reference to
the subject matter of the disagreements in connection with its report.
(v) None of the kinds of events listed in paragraph (a)(1)(v)(A)
through (D) of Regulation S-K Item 304 occurred during the two most
recent fiscal years and any subsequent interim periods.
(b) Engagement of New Independent Accountants
On November 19, 1997, the registrant's board of directors
formally engaged Thomas Leger & Co., L.L.P. as its new principal
accountants (the "new accounting firm") to audit the registrant's
financial statements.
The registrant, during the two most recent fiscal years and any
subsequent interim period prior to the engagement of the new
accounting firm, did not consult with the new accounting firm with
regard to any of the matters listed in Regulation S-K Items
304(a)(2)(i) or (ii).
Item 7. Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from Smith & Company re change in certifying accountant
2
<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.
COMPU-GRAPHICS, LTD.
Date: November 21, 1997 By: /s/ Craig Barton
----------------------------------
Craig Barton, President
3
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
- --------------------------------------------------------------------------------
November 21, 1997
Mr. Hank Vanderkam
Compu-Graphics, Ltd.
440 Louisiana, Suite 475
Houston, Texas 77002
Dear Mr. Vanderkam:
This is to confirm that the client-auditor relationship between
Compu-Graphics, Ltd. (SEC File No. 33-55254-40) and Smith & Company has ceased,
effective November 19, 1997.
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, D.C. 20549
