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) January 12, 1996
Phase-Out of America, Inc.
(Exact Name of registrant as specified in its charter)
Delaware 33-23169-NY & 33-18099-NY 11-2873662
(State or other Commission File Number (IRS Employer
jurisdiction Identification No.
of incorporation)
140 Broadway, Lynbrook, New York 11563
(Address of principal executive offices, Zip Code)
Registrants telephone number, including area code (516) 599-1900
Item 4. Change in Registrant's Certifying Accountant
On January 12, 1996 the Company informed Stewart W. Robinson ("Robinson"),
certified public accountants, that effective January 12, 1996 the Board of
Directors of the Company (including the Audit Committee thereof) had determined
not to continue the engagement of Robinson as the registrant's independent
certified public accountant. Effective January 15, 1996 the registrant engaged
Raich, Ende, Malter, Lerner & Co. ("Raich") as the Company's new independent
certified public accountants to audit the registrant's financial statements
(beginning with the fiscal year ended December 31, 1995) and to assist the
registrant in the preparation of its annual, quarterly and other reports under
the Securities Exchange Act of 1934, as amended.
Robinson's reports on the financial statements for each of the past two
fiscal years of the registrant ended December 31, 1993 and December 31, 1994,
respectively ("Applicable Fiscal Years"), did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles. During the Applicable Fiscal Years and
during the interim period since December 31, 1994, there was no disagreement
between the registrant and Robinson 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 Robinson, would have caused
it to make a reference to the subject matter of the disagreement in connection
with its reports.
During the Applicable Fiscal Years and during the Interim Period from
December 31, 1994 to January 12, 1996 Robinson did not (A) advise the registrant
that the internal controls necessary for the registrant to develop reliable
financial statements did not exist, (B) advise the registrant that information
had come to the attention of Robinson that led it to no longer be able to rely
on the representations of the registrant's management or that has made Robinson
unwilling to be associated with the registrant's financial statements, (C)
advise the registrant of the need to expand significantly the scope of its audit
or that information had come to the attention of Robinson during the Applicable
Fiscal Years and during such interim period that if further investigated, (1)
might materially impact the fairness or the reliability of either a previously
issued audit report or the underlying financial statements, or the financial
statement 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 Robinson to be unwilling to rely on representations of the
registrant's management or be associated with the registrant's financial
statements and (D) advise the registrant that information has come to the
attention of Robinson that Robinson concluded materially impacts the fairness or
reliability of either (i) a previously issued audit report or the underlying
financial statements or (ii) 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.
As stated above, the registrant has engaged, effective as of January 15,
1996, Raich as it new principal independent accountant to audit the registrant's
financial statements (beginning with the fiscal year ended December 31, 1995)
and to assist in the preparation of annual, quarterly and other reports. Prior
to such engagement the registrant (including any of its representatives or
agents) did not consult with representatives of Raich regarding 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 advise was provided, that Raich concluded was an
important factor considered by the registrant in reaching a decision as to the
accounting, auditing or financial reporting issue.
Item 7. Financial Statements and Exhibits.
4(a) Letter from Stewart W. Robinson
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.
Phase-Out of America, Inc.
---------------------------------
(Registrant)
Date: February 5, 1996
/s/ IRWIN PEARL
---------------------------------
Irwin Pearl, President