<PAGE> 1
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): October 21, 1996
American Phoenix Group, Inc.
-----------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-26110 13-3768554
-------- ------- ----------
(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER)
5 Park Plaza, Suite 1260, Irvine, CA 92714
- ------------------------------------ -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (714) 224-2525
--------------
- ------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) On October 30, 1996, Registrant dismissed Israeloff, Trattner & Co.
as its independent accountants ("Israeloff"). This action had been approved by
Registrant's Board of Directors. Israeloff's reports on Registrant's financial
statements for the years ended December 31, 1994 and 1995 contained "going
concern" qualifications. Otherwise, during the past two years Israeloff did not
issue a report on Registrant's financial statements that either contained an
adverse opinion or a disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles.
During the period of their engagement from September 1994 until October
30, 1996, there were no disagreements between Registrant and Israeloff on any
matter of accounting principles or practices, financial statement disclosure, or
audit scope and procedure, which disagreement, if not resolved to the
satisfaction of Israeloff, would have caused them to make reference to the
subject matter of the disagreement in connection with any report that was to
have been, or will be, prepared for Registrant.
(b) On October 30, 1996 the Board of Directors of Registrant appointed
Hollander Gilbert & Co. ("Hollander") as its independent accountants. Prior to
such engagement, Registrant did not consult with Hollander regarding the
application of accounting principles to a specified transaction, or the type of
audit opinion that may be rendered with respect to the Registrant's financial
statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
1. Letter by independent accountants in connection with the
disclosure under item 4 of this Report.
ITEM 8. CHANGE IN FISCAL YEAR.
On October 21, 1995, Registrant's Board of Directors determined to
change Registrant's fiscal year from December 31 to August 31, which was the
fiscal year end of the non-surviving, operating entity in the merger (the
"Merger") between Registrant and American Phoenix Group, Inc. The Merger was
accounted for as a reverse acquisition.
Registrant's next periodic report will be the Annual Report on Form
10-K for the fiscal year ended August 31, 1996 which will be filed on or before
the date required under the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder. No transition report is required
to be filed.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: October 31, 1996
AMERICAN PHOENIX GROUP, INC.
By: /s/Daniel France
------------------------------
Daniel A. France,
Chief Financial Officer
3
<PAGE> 4
Exhibit Index
Exhibit 1. Letter by independent accountants in connection with the
disclosure under item 4 of this Report.
<PAGE> 1
October 31, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Dear Sir:
We have read and agree with the comments in Item 4 of Form 8-K of
American Phoenix Group, Inc. dated October 30, 1996.
Very truly yours,
/s/ Israeloff, Trattner & Co.
