ASSOCIATED TECHNOLOGIES
8-K, 1997-04-14
BLANK CHECKS
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                                  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



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