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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report: July 3, 1998
TTR INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22055 11-3223672
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1841 Broadway, New York, NY 10023
(Address of Principal Executive Offices)
212-333-3355
(Registrant's Telephone Number, including Area Code)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 30, 1998, the Board of Directors of TTR Inc. (the "Company")
retained the certified public accounting firm of BDO Almagor & Co.
("BDO-Almagor") as independent accountants of the Company to audit the Company's
financial statements.
On July 3, 1998, the certified public accounting firm of Schneider,
Ehrlich & Wengrover, LLP ("Schneider"), resigned as independent accountants of
the Company by mutual agreement with the Company.
For the Company's fiscal years ended December 31, 1997 and 1996,
the Schneider's report on the financial statements of the Company did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to audit scope or accounting principles. However, Schneider's report
on the financial statements of the Company for the years ended December 31, 1997
and 1996, was modified to indicate substantial doubt about the Company's
ability to continue as a going concern.
During the Company's two most recent fiscal years and the interim
period preceding the resignation of Schneider, there were no disagreements
between the Company and Schneider on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
During the Company's two most recent fiscal years and the interim
period preceding the resignation of Schneider, Schneider did not advise the
Company of any of the following:
(i) Internal controls necessary for the Company to develop
reliable financial statements did not exist;
(ii) Information had come to Schneider's attention that led it to
no longer be able to rely on management's representations, or
that had made it unwilling to be associated with the financial
statements prepared by management;
(iii) The need to expand significantly the scope of its audit or
that information had come to its attention that if further
investigated may (1) materially impact the fairness or
reliability of either a previously issued audit or report or
the underlying financial statements, or the financial
statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent financial
statements covered by an audit report or (2) cause it to be
unwilling to rely on management's representations or be
associated with the Company's financial statements, or
(iv) Information had come to its attention that it had concluded
materially impacted the fairness or reliability of either (1)
a previously issued audit report or the underlying financial
statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent financial
statements covered by an audit report.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
16 Letter of Schneider, Ehrlich & Wengrover, LLP regarding change in
certifying accountant.
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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.
Date: July 3, 1998 TTR INC.
By: /s/ Marc D. Tokayer
Marc D. Tokayer
President & Chairman
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EXHIBIT 16
SCHNEIDER EHRLICH & WENGROVER LLP
CERTIFIED PUBLIC ACCOUNTANTS
1000 WOODBURY RD.
WOODBURY, NEW YORK 11797
TEL: (516) 496-0400 - FAX (516) 496-0414
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We were previously accountants for TTR, Inc ("TTR"). On March 16, 1998, (except
for Note 17, as to which the date is April 6, 1998) we reported on the financial
statements of TTR as of and for the two years ended December 31, 1997. On
July 3, 1998 we resigned as accountants of TTR. We have read TTR's statements
included under Item 4 of its 8-K dated July 3, 1998, and agree with
such statements.
Very Truly Yours,
Schneider Ehrlich & Wengrover LLP
