<PAGE>
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 (Date of earliest event reported): May 1, 1998
JAVA CENTRALE, INC.
-------------------------------------------------------------
(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
California 34-0-23936 68-0268780
- -------------------------------------------------------------------------------
(STATE OF OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1610 Arden Way, Suite 145, Sacramento, California 95815
- -------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
Company's telephone number, including area code: (916) 568-2310
--------------
- -------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
<PAGE>
ITEM 4. CHANGES IN COMPANY'S CERTIFYING ACCOUNTANT
On April 27, 1998, the Company notified Grant Thornton, LLP ("GT") that
they were dismissed as the Company's independent auditor and the Company
appointed Burnett Umphress & Company ("Burnett") its independent accountant and
Burnett accepted such appointment.
The Company and GT have not, in connection with the audit of the Company's
financial statements for each of the prior two years ended March 31, 1997 and
1996 or for any subsequent interim period prior to and including April 27, 1998,
had any disagreement on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to GT's satisfaction, would have caused GT to make
reference to the subject matter of the disagreement in connection with its
reports.
The reports of GT on the Company's financial statements for the past two
fiscal years did not contain an adverse opinion or a disclaimer of opinion and
were not modified as to uncertainty, audit scope or accounting principles,
except that the report of GT on the Company's financial statements for the year
ended March 31, 1997 included an explanatory paragraph relating to an
uncertainty about the Company's ability to continue as a going concern.
The decision to change accountants was approved by the Company's board of
directors.
The Company had no relationship with Burnett required to be reported
pursuant to Regulation S-K item 304(a)(2) during the two fiscal periods ended
March 31, 1997 and 1996, or the subsequent interim period prior to and including
March 31, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
16.1 Letter from GT regarding its concurrence with the Company's
statement regarding change of accountants.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JAVA CENTRALE, INC.
----------------------------
(Company)
Date: May 1, 1998
By: /s/ JEFFREY W. DUDLEY
---------------------------------------
Jeffrey W. Dudley
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE>
EXHIBIT 16.1
Suite 295
2150 River Plaza Drive
Sacramento, CA 95833-3880
916 567-9475
FAX 916-568-1820
GRANT THORNTON
GRANT THORNTON LLP Accountants and
Management
Consultants
The U.S. Member Firm
of Grant Thornton
International
May 1, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Re: Java Centrale, Inc.
File No. 34-0-23936
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Java Centrale, Inc. dated May 1, 1998 and
agree with the statements contained therein.
Very truly yours,
/s/ GRANT THORNTON LLP