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): August 27, 1996
GUINNESS TELL*PHONE CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Nevada
-----------------------
(State of incorporation)
025632 68-0310550
- ---------------------- -----------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
655 Redwood Highway, Suite 219
Mill Valley, California 94941
---------------------------------------------------
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (415) 389-9442
(Former name or former address, if changed since last report): N/A
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
(a) Replacement of Independent Accountant. On August 27, 1996, the
Registrant's Board of Directors replaced Arthur Korn, CPA ("{Arthur Korn") as
the Registrant's principal independent accountant engaged to audit the
Registrant's financial statements.
The independent auditor's report of Arthur Korn on the consolidated
financial statements of the Registrant for the three years ended December 31,
1995, dated March 27, 1996, included in the Form 10-K for the fiscal year ended
December 31, 1995, contained no adverse opinion or disclaimer of opinion and was
qualified as to the Company's ability to continue as a going concern and the
application of Financial Accounting Standards No. 86.
In connection with the Registrant's audits for the fiscal years ended
December 31, 1994 and 1995, and in the subsequent interim period prior to Arthur
Korn's replacement on August 27, 1996, there were (i) no disagreements with
Arthur Korn 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 Arthur Korn, would have caused Arthur Korn to
make reference to the subject matter of the disagreement in connection with this
report; and (ii) no "reportable events" as described in Item 304(a)(1)(v) of
Regulation S-K.
The Registrant has furnished a copy of the disclosure contained in this
section to Arthur Korn requesting such firm to respond as to whether it agrees
with the information set forth herein relating to such firm. Arthur Korn has
responded that it agrees with the statements made herein with respect to such
firm and has agreed, as required by Item 304 of Regulation S-K, to furnish to
the Registrant a letter addressed to the Securities and Exchange Commission to
that effect.
(b) Engagement of New Independent Accountant. On August 27, 1996, the
Registrant's Board of Directors approved the appointment of BDO Seidman LLP
("BDO Seidman") as principal independent accountant to re-audit the Registrant's
financial statements for the fiscal years ending December 31, 1994 and 1995 in
place of Arthur Korn.
During the two most recent fiscal years and through August 27, 1996, the
Registrant has not consulted with BDO Seidman regarding either (1) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Registrant's financial statements and either a written report was provided
to the Registrant or oral advice was provided that BDO Seidman concluded was an
important factor considered by the Registrant in reaching a decision as to the
accounting, auditing of financial reporting issue; or (2) any matter that was
either the subject of a "disagreement" or a "reportable event" (as such terms
are defined in Item 304(a)(1) of Regulation S-K).
Page 2
<PAGE>
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.
GUINNESS TELLI*PHONE CORPORATION
A Nevada Corporation
Dated: November 5, 1996 /S/ Lawrence A. Guinness
------------------------
Name: Lawrence A. Guinness
Title: President
Dated: November 5, 1996 /S/ Dixie K. Tanner
-------------------
Name: Dixie K. Tanner
Title: Secretary
Page 3
<PAGE>
[ARTHUR KORN LETTERHEAD ]
CERTIFIED PUBLIC ACCOUNTANT
November 4, 1996
Securities and Exchange Commission
Washington, D. C. 20549
Re: Guinness Telli*Phone Corporation
The purpose of this letter is to notify the Commission that Arthur Korn,
CPA is in agreement with the statements made by Guinness Telli*Phone Corporation
in its Form 8-K dated August 27, 1996 regarding its change in independent
auditor.
The independent auditor's report for the three years ended December 31,
1995 contained no adverse opinion or disclaimer of opinion and was qualified as
to the Company's ability to continue as a going concern and the application of
Financial Accounting Standards No. 86. Since the date of Guinness Telli*Phone
Corporation's latest audited financial statements, December 31, 1995, there have
been no disagreements between Guinness Telli*Phone Corporation and Arthur Korn,
CPA on any matter of accounting principles or practices, financial statement
disclosures or auditing scope or procedures, which disagreements if not resolved
to the satisfaction of Arthur Korn, CPA would have caused me to make reference
with Guinness Telli*Phone Corporation's reports to the subject matter of the
disagreements.
Sincerely,
/s/ Arthur Korn
- ----------------
Arthur Korn, CPA
