SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(D)
of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): December 11, 1998
RED OAK HEREFORD FARMS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
33-89714 84-1120614
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(Commission File Number) (Employer Identification Number)
2010 Commerce Drive, Red Oak, Iowa 51566
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (712)623-9224
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) (i) On December 4, 1998, BDO Seidman, LLP resigned as principal
accountants of Red Oak Hereford Farms, Inc. ("Registrant").
(ii) The report of BDO Seidman, LLP on the consolidated financial
statements for the past fiscal year contained no adverse
opinion or disclaimer of opinion but was modified as to
uncertainty regarding substantial doubt about the ability of
the Registrant to continue as a going concern.
(iii) The Registrant's Board of Directors did not participate in
the decision regarding the resignation of BDO Seidman, LLP.
(iv) In connection with its audit for the most recent fiscal year
and through the date of resignation, there have been no
disagreements with BDO Seidman, LLP on any matter of account-
ing principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of BDO Seidman, LLP would have
caused them to make reference thereto in their report on the
consolidated financial statements for such years.
(v) During the most recent fiscal year and through the date of
resignation, BDO Seidman, LLP reported to the Registrant a
reportable event (as defined in Regulation S-K Item
304(a)(1)(v)). The management letter issued by
BDO Seidman, LLP in conjunction with the audit of the
Registrant's consolidated financial statements for the year
ended December 31, 1997, identified matters which were
considered to be significant deficiencies in the design or
operation of the internal control structure that could
adversely affect the Registrant's ability to record,
process, summarize and report financial data consistent with
the assertions of management in the financial statements.
(vi) The Registrant has requested that BDO Seidman, LLP furnish it
with a letter addressed to the SEC stating whether or not it
agrees with the above statements. A copy of such letter,
dated December 11, 1998, is filed as Exhibit 16.1 to the
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
None
(b) Pro Forma Financial Information.
None
(c) Exhibits.
16.1 BDO Seidman, LLP letter dated December 11, 1998
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
RED OAK HEREFORD FARMS, INC.
Date: December 11, 1998
By: /s/ Gordon Reisinger
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Gordon Reisinger
President
Date: December 11, 1998
By: /s/ Harley Dillard
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Harley Dillard
Chief Financial Officer
December 4, 1998
Mr. Harley Dillard
Chief Financial Officer
Red Oak Hereford Farms, Inc.
2010 Commerce Drive
Red Oak, IA 51566
Dear Mr. Dillard:
This is to confirm that the client-auditor relationship between
Red Oak Hereford Farms, Inc. (Commission File Number 33-89714) and
BDO Seidman, LLP has ceased.
Sincerely,
/s/ BDP Seidman, LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
December 11, 1998
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of
Form 8-K for the event that occurred on December 4, 1998, to be filed
by our former client, Red Oak Hereford Farms, Inc. We agree with the
statements made in response to that Item insofar as they relate to
our Firm.
Very truly yours,
/s/ BDO Seidman, LLP