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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): April 16, 1998
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CINEMASTAR LUXURY THEATERS, INC.
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(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-25252 33-0451054
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.
431 COLLEGE BOULEVARD, OCEANSIDE, CALIFORNIA 92057-5435
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(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code (760) 630-2011
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountants.
(i) On April 16, 1998, CinemaStar Luxury Theaters, Inc. dismissed BDO
Seidman, LLP as its independent accountants.
(ii) The reports of BDO Seidman, LLP on the financial statements for
the past two fiscal years contain no adverse opinion or disclaimer
of opinion and such reports were not qualified or modified as to
uncertainty, audit scope or accounting principles, with the
exception of a report modification covering the financial
statements as of and for the year ended March 31, 1997, regarding
the uncertainty as to the ability of the Company to continue as a
going concern.
(iii) The Registrant's Audit Committee participated in and approved the
decision to change independent accountants.
(iv) In connection with the audits for the two most recent fiscal years
and through April 16, 1998, there have been no disagreements with
BDO Seidman, LLP 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 BDO Seidman, LLP would have caused them to make reference
thereto in their report on the financial statements for such
years.
(v) During the two most recent fiscal years and through April 16,
1998, there have been no reportable events as defined in
Regulation S-K Item 304(a)(1)(v), except that BDO Seidman, LLP
advised the Company about material weaknesses with respect to the
Company's internal controls and segregation of duties.
(vi) The Registrant has requested that BDO Seidman, LLP furnish it with
a letter addressed to the SEC stating whether or not it agrees
with the above statements. A copy of such letter, dated April 28,
1998, is filed as Exhibit 16 of this Form 8-K.
(b) New independent accountants.
(i) The Registrant engaged Arthur Andersen LLP as its new independent
accountants as of April 16, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
16 Letter of BDO Seidman, LLP dated April 28, 1998 regarding the
disclosure contained in Item 4(a) of this report on Form 8-K.
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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.
CINEMASTAR LUXURY THEATERS, INC.
Dated: April 28, 1998 By: /s/ Norman Dowling
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Norman Dowling
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit # Item
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16 Letter of BDO Seidman, LLP
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EXHIBIT 16
April 28, 1998
Securities and Exchange Commission
450 Fifth 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 April 16, 1998, to be filed by our former client,
CinemaStar Luxury Theaters, Inc. We agree with the statements contained in
paragraphs (a)(i), (a)(ii), (a)(iv), (a)(v) and (a)(vi) made in response to that
Item insofar as they relate to our Firm.
Very truly yours,
/s/ BDO Seidman, LLP
