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: February 9, 1998
PACIFIC RIM ENTERTAINMENT, INC.
(Exact name of registrant as specified in charter)
Delaware 0-22808 95-4374983
(State or other (Commission (IRS Employer
jurisdiction of File Number) identification no.)
incorporation)
1661 East Camelback Road, Suite 245
Phoenix, Arizona 85016
(Address of principal executive offices)
(602) 274-1299
(Registrant's telephone number, including area code)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountants
(a) On February 9, 1998, Pacific Rim Entertainment, Inc. (the
"Company") replaced Jay J. Shapiro, CPA Professional Corporation ("Shapiro") as
the principal accountants to audit the Company's financial statements, effective
February 9, 1998. The action was approved by the Company's Board of Directors.
Shapiro's report on the Company's financial statements for fiscal years
1995 and 1996 did not contain any adverse opinion, disclaimer of opinion or
qualification as to uncertainty, audit scope or accounting principles, however,
the report was modified as to a going concern uncertainty.
During fiscal years 1995 and 1996, there were no disagreements between
the Company and Shapiro on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of Shapiro, would have caused it to make a
reference to the subject matter of the disagreements in connection with its
report.
During fiscal years 1995 and 1996, Shapiro did not advise the Company
(1) that the internal controls necessary for the Company to develop reliable
financial statements do not exist, or (2) that information has come to Shapiro's
attention that has led him to no longer be able to rely on management's
representations or that has made him unwilling to be associated with the
financial statements prepared by management, or (3)(A) of the need to expand
significantly the scope of his audit, or that information has come to Shapiro's
attention during such period that, if further investigated, may (i) materially
impact the fairness or reliability of either a previously issued audit report or
the underlying financial statements, or the financial statements issued or to be
issued covering the fiscal periods subsequent to fiscal year 1996 (including
information that may prevent him from rendering an unqualified audit report on
those financial statements), or (ii) cause Shapiro to be unwilling to rely on
management's representations or be associated with the Company's financial
statements, and (B) due to Shapiro's dismissal, or for any other reason, Shapiro
did not so expand the scope of his audit or conduct such further investigations,
or (4)(A) that information has come to Shapiro's attention that he has concluded
materially impacts the fairness or reliability of either a previously issued
audit report or the underlying financial statements, or the financial statements
issued or to be issued covering the fiscal periods subsequent to fiscal year
1996 (including information that, unless resolved to Shapiro's satisfaction,
would prevent it from rendering an unqualified audit report on those financial
statements), and (B) due to Shapiro's dismissal, or for any other reason, the
issue has not been resolved to Shapiro's satisfaction prior to his dismissal.
(b) On February 9, 1998, the Company engaged Deloitte & Touche as the
principal accountants to audit the Company's financial statements (commencing
with the fiscal year ended December 31, 1997), effective February 9, 1998. The
action was approved by the Company's Board of Directors. During fiscal years
1995 and 1996 and the interim period subsequent to fiscal year 1996, neither the
Company nor anyone on its behalf consulted Deloitte & Touche regarding either
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report nor oral advice
was provided to the Company by Deloitte & Touche.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibit 16 Letter to the Commission from Jay J. Shapiro, CPA.
<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.
PACIFIC RIM ENTERTAINMENT, INC.
By: /s/ John Iorillo
--------------------------
John Iorillo
Chief Financial Officer
Date: February 13, 1998
<PAGE>
EXHIBIT INDEX
Exhibit Page
16 Letter to the Securities and Exchange Commission from
Jay J. Shapiro, CPA Professional Corporation
EXHIBIT 16
[JAY J. SHAPIRO, CPA PROFESSIONAL CORPORATION LETTERHEAD]
February 13, 1998
Securities and Exchange
Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
PACIFIC RIM ENTERTAINMENT, INC.
I am writing in respect of the above-noted Company's Form 8-K Current Report
dated February 9, 1998, which is being filed pursuant to Item 4 respecting
changes in registrant's certifying accountant.
I confirm that the Company has dismissed us as the Company's independent
auditors with effect from February 9, 1998.
I further confirm that my auditor's reports dated March 4, 1997 on the
financial statements of the Company for each of the fiscal years ended December
31, 1996 and 1995 did not contain any adverse opinion or disclaimer of opinion
and were not qualified as to uncertainty, audit scope or accounting principles,
except the report was modified as to a going concern uncertainty. In respect of
the fiscal years ended December 31, 1996 and 1995, there were no disagreements
between the Company's management and myself as to any matters relative to
accounting principles and practices, financial statement disclosure or auditing
scope and procedure and there are no reportable events.
I understand that the Company will file this letter with the Securities and
Exchange Commission as an Exhibit to its Current Report on Form 8-K, dated
February 9, 1998.
Yours very truly,
Jay J. Shapiro, CPA Profession Corporation
