UNITED STATES
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: April 10, 1997
Associated Technologies
----------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Nevada
------------------------------------------------------------
(State or other Jurisdiction of incorporation or organization)
33-55254-45 87-0485306
---------------------- ---------------------------------
(Commission File Number) (IRS Employer Identification Number)
1204 Third Avenue, Suite 172
New York, New York 10021
-------------------------------------
(Address of principal executive office)
011 612 9241 5476 (Australia)
-------------------------------
(Registrant's telephone number,
including area code)
1
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 10, 1997, Associated Technologies (the "Company")
received the resignation notice of its independent auditor Smith & Company.
Neither of Smith & Company's reports on the financial statements
for the past two years contained an adverse opinion or disclaimer of opinion, or
was modified as to uncertainty, audit scope or accounting principles.
There were no disagreements between Smith & Company and the
Company on any matter of accounting principles, financial statement disclosure
or auditing scope or procedure during the two most recent fiscal years and
through the present date.
Also on April 10, 1997, the Company appointed Stanton Partners as its new
independent auditor.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits required to be attached by Item 601 of Regulation S-K
are listed in the Index to Exhibits beginning on page 3 of this Form 8-K, which
is hereby incorporated by this reference.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Date: April 14, 1997 Associated Technologies
By: /s/ Alan James Gallagher
-------------------------
Alan James Gallagher
2
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page No. Description
CHANGE IN CERTIFYING ACCOUNTANTS
16(i)(a) 4 Letter dated April 9, 1997, from Smith & Company,
Certified Public Accountants, notifying the Company
of their resignation as the Company's Certified
Independent Auditors.
16(i)(b) 5 Letter dated April 10, 1997, from Smith & Company,
stating that they are in agreement with the statements
contained in this Current Report on Form 8-K.
3
<PAGE>
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
- -------------------------------------------------------------------------------
April 9, 1997
Mr. Alan J. Gallagher, President
Associated Technologies
Level 1, 85 Tamar Street
PO Box 407
Ballina, N.S.W.
Australia 2478
Dear Mr. Gallagher:
This is to confirm that the client-auditor relationship between Associated
Technologies (SEC File No. 33-55254-45) and Smith & Company has ceased,
effective April 9, 1997.
We have reached this decision reluctantly and after substantial deliberation. We
feel that since your operations and most of your assets are in Australia, you
would be better served by another independent auditor. We feel that the costs of
our firm engaging an Australian CPA to assist us would not be in the best
interests of you or our firm.
We will cooperate with your new accountants in providing assistance in the
transition. Please send us a letter authorizing us to make disclosures to your
new accountants. Without such a letter, we are ethically prohibited from
communicating with others regarding your company's affairs.
Very truly yours,
Smith & Company
By: /s/ William R. Denney
-----------------------
William R. Denney
cc: SECPS LETTER FILE
U.S. SECURITIES & EXCHANGE COMMISSION
MAIL STOP 9-5
450 FIFTH STREET, NORTHWEST
WASHINGTON, DC 20549
4
<PAGE>
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
- -------------------------------------------------------------------------------
April 10, 1997
SECPS Letter File
U.S. Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, Northwest
Washington, D.C. 20549
RE: Associated Technologies - SEC File No. 33-55254-45
Ladies and Gentlemen:
We have read Item 4 of the Form 8-K for Associated Technologies, dated April 10,
1997 and agree with the statements contained therein.
Very truly yours,
Smith & Company
By: /s/ William R. Denney
------------------------
William R. Denney
WRD/kod
5