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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 16, 1999
NUTRITION FOR LIFE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Texas
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(State or other jurisdiction of incorporation)
0-26362 76-0416176
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(Commission File Number) (IRS Employer Identification Number)
9101 Jameel, Suite 180, Houston, TX 77040
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (713) 460-1976
__________________________(Former address, if changed since last report)
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NUTRITION FOR LIFE INTERNATIONAL, INC.
INFORMATION TO BE INCLUDED IN THE REPORT
Item 4. Changes in Registrant's Certifying Accountant
On September 16, 1999, the Company determined to engage Grant Thornton
LLP as the principal accountant to audit the Company's financial statements for
the fiscal year ending September 30, 1999. The decision to change accountants
was recommended by the Audit Committee of the Board of Directors of the Company.
The Report of BDO Seidman LLP, on the financial statements of the
Company for either of the past two fiscal years in the period ended September
30, 1998 did not contain an adverse opinion or disclaimer of opinion nor was it
modified as to uncertainty, audit scope or accounting principles. The Company
does not believe that there were any disagreements with BDO Seidman LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, during those past two fiscal years and the
subsequent interim period through September 16, 1999 which, if not resolved to
BDO Seidman LLP's satisfaction, would have caused BDO Seidman LLP to make
reference to the subject matter of the disagreement(s) in connection with its
Reports.
During the two most recent fiscal years, there have been no reportable
events as defined in Regulation S-K Item 304 (a) (1) (v). However, during fiscal
1999, BDO Seidman, LLP advised the Company of the need to evaluate for
impairment the unamortized carrying value of the Audio Production Rights which
balance at September 30, 1998 and as of the third quarter ended June 30, 1999
was $1,400,000 and $1,088,889, respectively. The Company will evaluate the
carrying value of such Audio Production Rights for impairment at September 30,
1999. The Company has not had discussions with its new independent public
accounts regarding documentation requirements on the above issue. In accordance
with Regulation S-K Item 304 (a) (1) (v) (D) (1), the Company has reported this
matter because BDO Seidman, LLP could not resolve this issue as BDO Seidman, LLP
will not be the Company's certified independent auditors at the Company's fiscal
year end.
The Company has requested BDO Seidman LLP to furnish a letter addressed
to the Commission stating whether it agrees with the statements made by the
Company, and, if not, stating the respects in which it does not agree. A letter
from BDO Seidman LLP is included as Exhibit 16 to this Report, stating its
agreement with the statements made by the Company in this Report.
Prior to its engagement as the Company's independent accountant, Grant
Thornton LLP had not been consulted by the Company either with respect to the
application of accounting principals to a specific transaction or the type of
audit opinion that might be rendered on the Company's financial statements, with
a written report or oral advice provided to the Company that Grant Thornton
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue, and Grant
Thornton had not been consulted by the Company as to any matter that was the
subject of any prior disagreement between the Company and its previous
certifying accountant.
The Company has requested Grant Thornton LLP to review the disclosure
required in this Report before it is filed with the Commission and has provided
Grant Thornton LLP with the opportunity to furnish the Company with a letter
addressed to the Commission containing any new information, clarification of the
Company's expressions of its views, or the respects to which it does not agree
with the statements made in this Report. Grant Thornton LLP has informed the
Company that it has reviewed these disclosures and does not intend to furnish
the Company with such a letter.
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ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
16. Letter from BDO Seidman LLP.
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 thereunto duly authorized.
NUTRITION FOR LIFE INTERNATIONAL, INC.
Dated: September 23, 1999 By: /s/ David P. Bertrand
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David P. Bertrand, President
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[IBDO LETTERHEAD APPEARS HERE]
EXHIBIT 16
September 22, 1999
Securities Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K for the
event that occurred on September 16, 1999, to be filed by our former client,
Nutrition For Life International, Inc. We agree with the statements made in
response to that Item insofar as they relate to our Firm.
Very truly yours,
/s/ BDO Seidman, LLP
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BDO Seidman, LLP
