UNITED STATES
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)February 27, 1998
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MACHEEZMO MOUSE RESTAURANTS, INC.
State of Oregon 0-24788 93-0929139
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
1020 SW Taylor Street, Suite 685, Portland, OR 97205
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(Address of principal executive offices) (Zip Code)
(503) 274-0001
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(Registrant's telephone number, including area code)
No Change
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(Former name, former address and former fiscal year, if changed since last
report)
This Report consists of four (4) sequentially numbered pages.
Page 1 of 4
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Item 4. Changes in Registrant's Certifying Accountant
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(a) Previous Independent Accountants
(i) On February 27, 1998 Macheezmo Mouse Restaurants, Inc. (the
"Company") dismissed its prior certifying accountants, Price
Waterhouse LLP ("PW").
(ii) The reports of PW on the financial statements of the Company for
the past two fiscal years contained no adverse opinion or disclaimers
of opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principle.
(iii) The decision to change accountants was approved by the Company's
Audit Committee of the board of directors and ratified by its entire
board of directors.
(iv) During the two most recent fiscal years and through the date
hereof, there have been no disagreements with PW on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to
the satisfaction of PW would have caused them to make reference
thereto in their report on the financial statements for such years.
(v) The Company does not believe there is any information required to
be reported pursuant to Item 304 (a)(1)(iv)(B) of Regulation S-B
during the two most recent fiscal years and through the date hereof.
The Company has authorized PW to respond fully to the inquiries
of the Company's successor certifying accountants concerning the
subject matter of each of the circumstances which PW believes may give
rise to a event reportable pursuant to Item 304(a)(1)(iv)(B) of
Regulation S-B.
(vi) The Company has requested that PW furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter will be
filed as an Exhibit to an amendment to this Form 8-K within 10
business days of the filing of this report.
Page 2 of 4
<PAGE>
(b) New Independent Accountants
(i) The Company engaged Cacciamatta Accountancy Corporation ("CA") as
its new independent accountants as of February 27, 1998. During the
two most recent fiscal years and through the date hereof, the Company
has not consulted with CA on items which: (1) were or should have been
subject to SAS 50; or (2) concerned the subject matter of a
disagreement or reportable event with the former auditor (as described
in Regulation S-B Item 304 (a)(2)).
Item 7. Financial Statement and Exhibits
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(c) Exhibits
*16. Letter from Price Waterhouse LLP re change in certifying
accountant.
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* To be filed by amendment.
Page 3 of 4
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SIGNATURE
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.
Dated: March 4, 1998
MACHEEZMO MOUSE RESTAURANTS, INC.
By SCOTT T. FISHER
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Scott T. Fisher
Acting Chief Financial Officer
(Principal Financial and Accounting
Officer)
Page 4 of 4
