MOONLIGHT INTERNATIONAL CORP
8-K, 1996-11-21
COMMERCIAL PRINTING
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<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 17, 1996
                                                --------------------------


                          Moonlight International Corp.
- -------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


   Delaware                    0-26070                  13-3859185
(State or Other             (Commission                (IRS Employer
Jurisdiction of             File Number)                Identification
Incorporation)                                             Number)

    Mailing Address:  135 Irwin Street, Brooklyn, New York   11235
One Evertrust Plaza, Jersey City, New Jersey                 07302
- -------------------------------------------------------------------------------
(Address of principal executive offices)                   (Zip code)


Registrant's telephone number, including area code        718-646-4175
                                                   ----------------------------

- -------------------------------------------------------------------------------
     (Former name or former address, if changed since last report)


                                        1
<PAGE>   2
ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

I.       The Registrant has retained Allen G. Roth, P.A. as its new
independent certified public accountants. Bederson & Company LLP previously
served as Registrant's independent certified public accountants and reported on
Registrant's consolidated balance sheets for calendar years ended December 31,
1994 and 1993 and the related consolidated statements of operations,
stockholders' equity and cash flows for the years then ended.

         (a) The Registrant terminated (by mutual agreement) the services of
Bederson & Company LLP as its independent accountants as of October 10, 1996 and
engaged a new independent accounting firm on October 17, 1996 (see item (b),
infra.

                  Bederson & Company LLP's report dated March 9, 1995 on the
Registrant's annual financial statements (for the years ended December 31, 1994
and 1993) did not contain any adverse opinion or disclaimer of opinion, nor was
it qualified or modified as to uncertainty, audit scope, or accounting
principles.

                  The decision to change independent accountants was approved by
the Registrant's Board of Directors. The Registrant's Board of Directors does
not have an audit or similar committee.

                  During the registrant's two most recent audited years and any
subsequent interim periods there was no disagreement with Bederson & Company LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Bederson & Company LLP, would have caused it to make a
reference to the subject matter of the disagreement in connection with its
report.

                  During the Registrant's two most recent audited years and any
subsequent interim period none of the events described in Regulation S-K, Item
304(a)(1)(v)(A)-(D) occurred.

         (b) On October 17, 1996, the Registrant retained Allen G. Roth, P.A.,
70-25 Yellowstone Blvd., Forest Hills, New York 11375, as its new independent
accountants. During the Registrant's two most recent audited years and any
subsequent interim period, neither the Registrant nor anyone acting on its
behalf consulted Allen G. Roth, P.A. with respect to any of the matters
described in Regulation S-K, Item 304(a)(2)(i) and (ii).

II.      The Registrant has forwarded copies of this 8-K to both its former
accounting firm and current accounting firm - so that one or both of such firms
may report to the SEC in the event they disagree with any of the information
contained in this Form 8-K with respect to either of them. Response received is
annexed hereto as Exhibits A and B.

         Further, and specifically in response to certain disclosure required by
Item 304 of Regulation S-K the Registrant indicates as follows:


                                        2
<PAGE>   3
         (a)(1)(i) The former accounting firm was dismissed, by mutual
agreement, by the Registrant as of October 10, 1996 and formerly notified of
such termination on such date.

         (a)(1)(ii) Such former accountants' report on the Registrant's
financial statements did not contain any adverse opinion or disclaimer of
opinion, nor was qualified or modified as to uncertainty, audit scope, or
accounting principles except as may be indicated in paragraph I(a) hereof.

         (a)(1)(iii) The decision to change accountants was accepted by the
Registrant's board of directors.

         (a)(1)(iv) During the Registrant's two most recent years and any
subsequent interim periods preceding its former accountants' dismissal there
were no disagreements with the former accountants on any matter of accounting
principles or practice, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of the
former accountants would have caused it to make reference to the subject matter
of the disagreements in connection with this report.

         (a)(1)(v) The former accountants never advised the Registrant of any of
the matters contained in paragraph designated Item 304 (a)(1)(v)(A) through (D)
inclusive.

         (a)(2) The Registrant engaged the new independent accounting firm of
Allen G. Roth, P.A. as of October 17, 1996. Balance of Item 304(a)(2) is
inapplicable and responded to in the negative.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

                  Exhibits - Reference is herewith made to Item 4 II above
regarding Exhibits A and B annexed hereto.


                                        3
<PAGE>   4
                                   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.


                                       MOONLIGHT INTERNATIONAL CORP.


                                           
Date  November 20, 1996                 By /s/ Leon Golden
- -----------------------------              ----------------------------------
                                           Leon Golden, Secretary


                                        4

<PAGE>   1
[BEDERSON & COMPANY LLP Letterhead]











                                                            November 20, 1996



U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.   20549

                           Re:  Moonlight International Corp.
                                (Formerly Compucolor Network Ltd.
                                and hereinafter "Registrant")

Gentlemen:

         We were previously principal accountants for Registrant and audited
such Registrant's financial statements for the years indicated in its 8-K with
date of report of March 9, 1995. We have received copy of the Form 8-K
indicating that our services were terminated, have read Item 4 of such 8-K and
are in agreement with the statements contained therein as they pertain to the
undersigned in any manner.

                                Very truly yours,


                                /s/ BENDERSON & COMPANY LLP
                                ---------------------------
                                    Bederson & Company LLP

<PAGE>   1




                                                            November 19, 1996



U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.   20549

Gentlemen:

         I have been engaged as principal accountant for Moonlight International
Corp. ("Registrant") as of October 17, 1996. I have received a copy of the Form
8-K indicating that my services have been engaged, have read such 8-K and are in
full agreement with each of the statements contained therein as they pertain to
the undersigned in any manner.

                               Very truly yours,

                               /s/ Allen G. Roth
                               -----------------------------
                               ALLEN G. ROTH, P.A.






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