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
January 5, 1998
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Date of Report
(Date of Earliest Event Reported)
BINGO & GAMING INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Oklahoma 0-10519 73-1092118
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
13581 Pond Springs Road, Suite 105
Austin, Texas 78729
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(Address of Principal Executive Offices)
Registrant's Telephone Number
(512) 335-0065
N/A
(Former Name or Former Address if changed Since Last Report)
Item 1. Changes in Control of Registrant.
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None; not applicable.
Item 2. Acquisition or Disposition of Assets.
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None; not applicable.
Item 3. Bankruptcy or Receivership.
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None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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BDO Seidman, LLP, Certified Public Accountants, of Austin, Texas,
audited the financial statements of the Company for the calendar years ended
December 31, 1996 and 1995 (which accompanied its Form 10-KSB Annual Report
for the calendar year ended December 31, 1996, filed with the Securities and
Exchange Commission on April 17, 1997), December 31, 1995 and 1994 (which
accompanied the Company's Form 10-KSB Annual Report for the calendar year
ended December 31, 1995, filed on or about April 12, 1996), and December 31,
1994 and 1993 (which accompanied its Form 10-KSB for the calendar year ended
December 31, 1994, filed on or about April 14, 1995).
Effective January 5, 1998, the Board of Directors engaged Brown,
Graham & Company, PC, Certified Public Accountants, of Austin, Texas, to audit
the financial statements of the Company for the calendar years ended December
31, 1997 and 1996. These financial statements will accompany the Company's
Form 10-KSB Annual Report for the calendar year ended December 31, 1997, which
will be timely filed with the Securities and Exchange Commission.
There were no disagreements between the Company and BDO Seidman,
LLP, whether resolved or not resolved, on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which, if not resolved, would have caused it to make reference to the subject
matter of the disagreement in connection with its respective reports.
The reports of BDO Seidman, LLP, do not contain any adverse opinion
or disclaimer of opinion, and are not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the Company's two most recent fiscal years, and since
then, neither BDO Seidman, LLP, nor Brown, Graham & Company, PC, has advised
the Company that any of the following exist or are applicable:
(1) That the internal controls necessary for the Company to
develop reliable financial statements do not exist, that
information has come to their attention that has led them to
no longer be able to rely on management's representations,
or that has made them unwilling to be associated with the
financial statements prepared by management;
(2) That the Company needs to expand significantly the scope of
its audit, or that information has come to their attention
that if further investigated may materially impact the
fairness or reliability of a previously issued audit report
or the underlying financial statements or any other
financial presentation, or cause them to be unwilling to
rely on management's representations or be associated with
the Company's financial statements for the foregoing reasons
or any other reason; or
(3) That they have advised the Company that information has come
to their attention that they have concluded materially
impacts the fairness or reliability of either a previously
issued audit report or the underlying financial statements
for the foregoing reasons or any other reason.
During the Company's two most recent fiscal years and since
then, the Company has not consulted Brown, Graham & Company, PC, 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 Company's financial statements or any other financial presentation
whatsoever.
The Company has provided BDO Seidman, LLP, with a copy of the
disclosure provided under this caption of this Report, and has advised it to
provide the Company with a letter addressed to the Securities and Exchange
Commission as to whether it agrees or disagrees with the disclosures made
herein. A copy of its response is attached hereto and incorporated herein by
this reference. See Item 7 of this Report.
Item 5. Other Events.
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None; not applicable.
Item 6. Resignations of Registrant's Directors.
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None; not applicable.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro-forma Financial Information.
None; not applicable.
(c) Exhibits.*
Description of Exhibit Exhibit
Number
Letter of BDO Seidman, LLP, regarding 16
change of accountant
Annual Report on Form 10-KSB for the **
calendar year ended December 31, 1996
Annual Report on Form 10-KSB for the **
calendar year ended December 31, 1995
Annual Report on Form 10-KSB for the **
calendar year ended December 31, 1994
* Summaries of any exhibit are modified in their
entirety by this reference to each exhibit.
** Each of these documents has previously been filed
with the Securities and Exchange Commission and is
incorporated herein by this reference.
Item 8. Changes in Fiscal Year.
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None; not applicable.
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.
BINGO & GAMING INTERNATIONAL, INC.
Date: 1/5/98 By: /s/ Reid Funderburk
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Reid Funderburk
Chief Executive Officer and Chairman of the
Board of Directors