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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of event reported): September 16, 1996.
AFGL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-23170
NEVADA 75-2134871
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
850 Third Avenue
New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number: (212) 508-3560
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed
since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
The independent auditors of AFGL International, Inc. (the
"Company") for 1995 and 1994 were Moore Stephens, P.C., formerly
Mortenson & Associates, P.C. ("Moore Stephens"). On September
16, 1996, the Company terminated the engagement of Moore Stephens
as its independent auditors. The accounting firm of Ernst &
Young LLP ("Ernst & Young") has been approved by the Board of
Directors of the Company, upon recommendation by the Audit
Committee, to serve as independent auditors of the Company for
1996, subject to approval by the stockholders by an affirmative
vote of a majority of the outstanding shares of the Company's
Common Stock represented at the next meeting of stockholders
scheduled for Fall 1996. The Company has been advised that
neither Ernst & Young nor any of its members or associates has
any relationship with the Company or any of its affiliates,
except in the firm's proposed capacity as the Company's
independent auditors.
The reason for the change in independent auditors to Ernst &
Young is the determination by the Audit Committee, which was
accepted by the Board of Directors, that Ernst & Young has
greater resources available for serving the present and future
needs of the Company.
During the fiscal years ended December 31, 1995 and 1994,
the financial statements of the Company did not contain any
adverse opinion or disclaimer of opinion from the Company's
former independent auditors, and were not modified as to
uncertainty, audit scope, or accounting principles. During this
period and through the date of termination on September 16, 1996,
there were no disagreements with the former independent auditors
on any matter of accounting principles, financial statement
disclosure, or auditing scope or procedure which, if not resolved
to the former independent auditor's satisfaction, would have
caused it to make reference to the subject matter of the
disagreement in connection with its audit report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: None.
(b) Pro Forma Financial Information: None.
(c) Exhibits
Included in this report as Exhibit No. 1 (Item 601(a)(16) of
Regulation S-B) is the letter of Moore Stephens, P.C., dated
September 24, 1996, required by Item 304(a)(3) of Regulation S-B.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
AFGL INTERNATIONAL INC.
DATED: September 25, 1996 By /s/ Barry S. Roseman
Barry S. Roseman, President
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MOORE STEPHENS, P.C.
Certified Public Accountants
September 24, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by AFGL International,
Inc., which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K/A
report dated September 16, 1996. We agree with the statements
concerning our Firm in such Form 8-K/A.
Very truly yours,
MOORE STEPHENS, P.C.
(Signature)
Exhibit No. 1
Form 8-K/A
AFGL International, Inc.
SEC File No. 0-23170
