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): February 4, 1999
ADVANCED LUMITECH, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 33-55254-27 87-0438637
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
Avenue Cardinal Mermillod 36, 1227 Carouge, Switzerland N/A
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(Address of Principal Executive Offices) (Zip Code)
41-22-301-0360
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(Registrant's Telephone Number including Area Code)
No change since last report
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
(a) Following the previously disclosed change in control of the
Registrant, effective August 13, 1998, the Registrant's new board of directors
determined that it would be in the best interests of the Registrant to engage a
"Big Five" accounting firm to audit its financial statements. On January 27,
1999, pursuant to a decision of the Registrant's board of directors, the
Registrant advised its independent accountants, Smith & Company, of their
dismissal.
In the two fiscal years and subsequent interim period prior to the
dismissal of Smith & Company, there were no reports on the financial statements
of the Registrant containing any adverse opinion or disclaimer of opinion, no
such reports were qualified or modified as to uncertainty, audit scope or
accounting principles, and there were no disagreements with Smith & Company
concerning any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure.
(b) On January 26, 1999, Ernst & Young, LLP, advised Registrant that it
had accepted an engagement to act as the Registrant's principal accountant to
audit the Registrant's financial statements.
Item 5. Other Events.
As previously reported, Patrick Planche, an officer and director of the
Registrant, agreed to sell to Capital General Corporation (an affiliate of the
Registrant prior to August 13, 1998), 200,000 shares of the Common Stock of the
Registrant received by Mr. Planche in the transaction that resulted in the
change in control of the Registrant. By agreement dated December 31, 1998
between Capital General Corporation and Mr. Planche, the prior agreement
concerning the sale of shares was rescinded.
Prior to the previously disclosed transactions involving the change in
control of Registrant, Advanced Lumitech Inc. and its affiliates were subject to
annual audit under generally accepted Swiss auditing and accounting standards,
which standards differ materially from the equivalent standards generally
accepted in the United States. Both the change in the Registrant's principal
accountants and the restatement and audit, in accordance with United States
generally accepted accounting standards, of the Registrant's financial
statements have resulted in delays in the completion of Registrant's Report on
Form 8-K(A) which was required to be filed within 60 days from the filing of the
Report on Form 8-K announcing the change in control transactions. The
Registrant intends to complete the necessary financial statements and pro-forma
financial statements as soon as practicable for inclusion in the Report 8-K(A).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
16. Letter from Smith & Co., the Registrant's former independent
accountant, is filed herewith.
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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.
ADVANCED LUMITECH, INC.
Date: February 4, 1999 By: /s/ Patrick Planche
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Patrick Planche
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit
Number Description
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16 Letter from Smith & Co., the Registrant's former independent
accountant