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)
March 9, 1998
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R.F. Management Corp.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
0-26488 22-3318886
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(Commission File Number) (IRS Employer Identification No.)
95 Madison Avenue, Suite 301, Morristown, N.J. 07960
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
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(201) 538-9955
N/A
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(Former name of former address, if changed since last report)
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Item 1. Changes in Control of Registrant
N/A
Item 2. Acquisition of Disposition
N/A
Item 3. Bankruptcy or Receivership
N/A
Item 4. Changes in Registrant's Certifying Accountant
(a) On March 9, 1998, the Company dismissed Weinick Sanders Leventhal &
Co., LLP, located at 1515 Broadway, New York, New York 10036.
(b) In connection with the recent fiscal year and subsequent interim
period preceding Weinick Sanders Leventhal & Co., LLP's, dismissal there were
disagreements with Weinick Sanders Leventhal & Co., LLP, on matters of auditing
scope and procedure. These disagreements include: Management has not revaluated
the carrying value of its goodwill arising from operating entities that
sustained substantial loses since their Acquisition; Audited financial
statements for a material Acquisition for the prior two (2) years are
unavailable; Assets of a material subsidiary are no longer in control by the
company; Unable to obtain independent verifications of the amount of and
existence of material receivables from a party with whom the Company is involved
in litigation. As a result of these above issues, which also limited our audit
scope, Weinick Sanders Leventhal & Co., would of had to disclaim an opinion on
the regristrants' financial statement unless all such issues were resolved in an
acceptable manner. These disagreements were not resolved to the former
accountant's satisfaction.
(c) Weinick Sanders Leventhal & Co., LLP's report on the financial
statements for the past year did not contain an adverse opinion or disclaimer of
opinion and was not qualified or modified.
(d) The Company has requested that Weinick Sanders Leventhal & Co., LLP
furnish them with a letter addressed to the Securities and Exchange Commission
(the "Commission") stating whether they agree with the statements made by the
Company in response to this item, and if not, stating the respects in which they
do not agree.
(e) The decision to dismiss the accountants was recommended and approved
by the Board of Directors.
Item 5. Other Events
N/A
Item 6. Resignation of Registrant's Directors
N/A
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Item 7. Financial Statements and Exhibits
a. Financial statements of businesses acquired.
N/A
b. Pro forma financial information.
N/A
c. Exhibits.
Attached hereto as Exhibit 1, is a copy of Weinick Sanders Leventhal
& Co., LLP letter addressed to the Commission stating that they agree with the
statements made by the Company.
SIGNATURES
R.F. Management Corp.
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(Registrant)
Date: March 9, 1998 By: /s/ Wayne Miller
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Wayne Miller, President
[WSL LOGO]
March 10, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Re: R.F. Management Corp.
File No. 0-26488
Gentlemen:
We have read the Form 8-K of R.F. Management Corp. dated March 9, 1998.
With respect to items 1,2,3,5,6,7(a), and 7(b), we have no knowledge.
With respect to Item 7(c), this letter is intended to be attached as an
Exhibit to Form 8-K.
With respect to Item 4(a), we received a copy of the form 8-K which served
as our written notice of our dismissal as the Registrant's independent
certifying public accountants.
With respect to item 4(b), the matters of disagreement so disclosed by the
Registrant are essentially accurate but we believe these disagreements should be
expanded upon as follows:
(b) In connection with the 1997 fiscal year and subsequent interim period
preceding Weinick Sanders Leventhal & Co., LLP's dismissal, there were
disagreements with Weinick Sanders Leventhal & Co., LLP on matters of
auditing scope and procedure. These disagreements include: (i) the
carrying value of goodwill arising from operating entities that have
sustained substantial losses since their acquisition; (ii) audited
financial statements of entities which sold a portion of their operating
assets in fiscal 1997 to a wholly owned subsidiary of the Registrant are
not available, (iii) certain operating assets of a material subsidiary are
no longer in the control of the Registrant and management, as part of its
available remedies, is seeking through a legal action, among other things,
recision of this acquisition, (iv) inability to obtain independent
verification of the amounts of and existence of material assets including
receivables from the parties in (iii) above with whom the Company is
involved in litigation. As a result of the above issues, which also
limited out audit scope, Weinick Sanders Leventhal & Co., LLP would have
had to disclaim an opinion on the Registrant's financial statements unless
all such issues were resolved in an acceptable manner. These disagreements
were not resolved to Weinick Sanders Leventhal & Co., LLP's satisfaction
prior to our dismissal.
<PAGE>
[WSL LOGO]
With respect to Item 4(c), Weinick Sanders Leventhal & Co., LLP did not
report on the financial statements for the past year. Weinick Sanders Leventhal
& Co., LLP's initial engagement by the Registrant was to report on the financial
statements as at and for the year ended September 30, 1997.
We concur with Item 4(d). And the Form 8-K served as our written notice
that the Board dismissed us.
Very truly yours,
/s/ Weinick Sanders Leventhal & Co., LLP
Weinick Sanders Leventhal & Co., LLP
