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) February 25, 1999
--------------------
JANEX INTERNATIONAL, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Colorado
--------------------------------------------
(State of Other Jurisdiction of Incorporation)
33-8433-D 84-1034251
- ------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
2999 N. 44Th Street, Suite 225, Phoenix, AZ 85018-7247
- ------------------------------------------- ----------
(Address of Principal Executive Offices ) (Zip Code)
(602) 808-8765
--------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
none
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Management of the Company approved the engagement of Ernst & Young, LLP and is
in the process of retaining this firm as its independent auditor for the fiscal
year ending December 31, 1998 to replace the firm of BDO Seidman, LLP, who was
dismissed as auditor of the Company effective February 25, 1999. Ernst & Young,
LLP is the independent auditor used by the majority shareholder of the Company.
The replacement of the Company's independent auditor was a decision made in the
normal course of business.
The reports of BDO Seidman, LLP on the Company's financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles, except as discussed in the following paragraph.
As indicated in the reports of BDO Seidman, LLP on the Company's financial
statements for the past two fiscal years, there are factors that raise
substantial doubt about the Company's ability to continue as a going concern.
The independent auditor's report indicates there is no assurance the Company
will be able to realize its recorded assets and liquidate its liabilities in the
normal course of business. Although Management discusses, in a footnote, its
plans in regard to these matters, the financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
In connection with the audits of the Company's financial statements for each of
the two fiscal years ended December 31, 1996 and 1997, and in the subsequent
interim period, there were no disagreements with BDO Seidman, LLP on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope and procedures which, if not resolved to the satisfaction of BDO
Seidman, LLP would have caused BDO Seidman, LLP to make reference to the matter
in their report. Janex International, Inc. has requested BDO Seidman, LLP to
furnish the Company with a letter addressed to the Commission stating whether it
agrees with the above statements. A copy of that letter, dated March 5, 1999 is
filed as Exhibit 16 to this Form 8-K.
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.
JANEX INTERNATIONAL, INC.
March 10, 1999 By: /s/ Vincent W. Goett
------------------------------------
Vincent W. Goett
President, Chief Executive Officer,
Chairman of the Board
By: /s/ Fred B. Gretsch
------------------------------------
Fred B. Gretsch
Chief Financial Officer, Secretary,
Treasurer