SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A#1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 8, 1996
IMSCO, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS
(State of incorporation)
0-24520 04-3021770
(Commission File Number) (IRS Employer ID Number)
40 Bayfield Drive, North Andover, Massachusetts 01845
(Address of principal executive offices)
Registrant's telephone number, including area code:(508)689-2080
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Item 4. Changes in Registrant's Certifying Accountant.
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On March 25, 1996, IMSCO, Inc. was advised that a principal of the
independent certified public accounting firm, David Miller, Certified Public
Accountant, which had been IMSCO, Inc.'s auditor for the last two years, had
recently acquired IMSCO, Inc.'s common stock and was recently approached in l996
to consider being Chief Financial Officer of IMSCO, Inc. This purchase of
common stock was recently made since the date of David Miller's last audit of
the registrant for fiscal l994 and the rendering of his accountant's report at
that time. Accordingly, because of such new interest in the equity securities of
IMSCO, Inc., the accounting firm would no longer be independent within the
definition of the SEC's rules and regulations, and consequently the accounting
firm could not provide IMSCO, Inc. with independent audited financial statements
for the year ended December 31, 1995 which are necessary for the preparation of
IMSCO, Inc.'s Form 10-KSB for the year ended December 31, 1995. IMSCO, Inc.
subsequently engaged a new independent auditor, Gordon, Harrington & Osborn,
P.C., located at 30 Massachusetts Avenue, North Andover, Massachusetts 01845, to
prepare IMSCO, Inc.'s audited financial statements for fiscal 1995.
The accountant's report for the last two fiscal years which have previously
been filed with the Commission contained a going concern qualification. During
the registrant's two most recent fiscal years and any subsequent interim period
preceding such resignation by David Miller, there were no disagreements by the
registrant with the former accountant, David Miller, on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
Item 7. Exhibits.
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Attached as Exhibit 7.1 hereto is a letter from the former accountant, David
Miller, wherein he confirms that the accountant's report for the prior two
fiscal years contained a going concern qualification, and that during the scope
of audit work for the registrant's two most recent fiscal years and any
subsequent interim period preceding his resignation, his firm was not in
disagreement with the registrant on any matter of accounting principles or
practices, financial statement disclosure, or audit scope or procedure.
<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.
IMSCO, INC., a Massachusetts corporation
By: /s/ Sol L. Berg
-----------------------
Sol L. Berg, President
Date: March 8, 1996
EXHIBIT 7.1
DAVID P. MILLER
CERTIFIED PUBLIC ACCOUNTANT
PROFESSIONAL OFFICES
84 LEWIS STREET
LYNN, MASSACHUSETTS 01902
(617) 598-6640
FAX 598-2433
April 29, 1996
Mr. George Hnatiw
United States Securities and
Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
RE: Response File No. 0-24520
Dear Mr. Hnatiw:
This letter is in response to your letter dated April 3, 1996 to Sol L.
Berg, President, IMSCO, Inc. The accountant's report was qualified in 1994 and
1995 as a going concern. Copies of the audit reports are attached and have been
previously reviewed by your office.
During the scope of audit work for the registrant's two most recent fiscal
years and any subsequent interim period preceding such resignation, my firm was
not in disagreement with my client on any matter of accounting principles or
practices, financial statement disclosure, or audit scope or procedure.
The reason for my departure as independent auditor was due to my lack of
independence as I was approached to consider being the Chief Financial Officer
of this entity and its affiliates.
If you require additional information, please feel free to contact my
office directly.
Sincerely,
David P. Miller
Certified Public Accountant
