UNITED STATES
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 April 7, 2000
SBI Communications, Inc
(Exact name of registrant as specified in its
charter)
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Delaware 0-28416 58-1700840
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification)
1239 South Glendale Avenue - Glendale California 91205
(Address of principal executive offices) (Zip Code)
(818) 550-6181
Registrant's telephone number, including area code
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Item 4. Change in Registrant's Certifying Accountant.
Effective February 3, 2000, the Board of Directors of SBI
Communications, Inc., ("SBI")decided to dismiss Daniel, Ratliff
And Company ("Ratliff") as its independent public accountants.
Ratliff resigned March 20, 2000, as noted in the previous 8K
filing of march 29, 2000.
SBI believes, that for the two fiscal years ended
December 31, 1998, and December 31, 1999 period through
February 2, 2000, SBI and Ratliff did not have any agreement
or disagreement 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 Ratliff, would have caused it to make reference
in connection with the report on SBI's financial statements to
the subject matter of the disagreement. The audit for referenced
years was performed by the Company's new accounting and auditing
firm Jay J. Shapiro, CPA.
The report of Ratliff on SBI's financial statements for the
years ending December 31, 1997 did not contain an opinion and
all matter reference in Exhibit 1 have been resolved and no
longer issues of concern relating to an opinion of Ratliff.
SBI has requested that Ratliff furnish a letter addressed
to the Securities and Exchange Commission stating whether
Ratliff agrees with the above statements for years 1998 and
1999. A copy of that letter is attached as Exhibit 1 to this
Form 8-K.
SBI take exception to the letter filed by the former
auditing firm of Daniel, Ratliff and Company with the
Securities Exchange Commission and the enclosed Exhibit 1.
All of the reference matter referred to in Exhibit 1 has been
resolved and is no longer an issue. The letter filed contains
questionable statements made by the former account as reference
in item one, two and three. Also did not address the requested
years of 1998 and 1999 as required by Item 4.
The company has engaged and acquired the services of Jay
J. Shapiro, CPA to replace its former CPA firm, to provide
accounting and audit services. No other independent public
accountants were consulted by SBI.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, SBI has duly caused this statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: April 7, 2000 SBI Communications, Inc.
By: /s/Ron Foster
__________________________
Ron Foster, Chairman
(LETTERHEAD OF Daniel, Ratliff and Company.)
Exhibit 1
March 30,2000
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
405 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4 of Form 8-K of SBI Communications, Inc.
(the "Registrant") as filed with the Securities and Exchange
Commission on March 27, 2000, and have the following comments.
We are not aware of a Board of Directors meeting discussing our
termination. Our latest communication with the Registrant prior
to our resignation was in December of 1999. We forwarded to the
Registrant a letter of resignation dated March 20, 2000. We
resigned for the following reasons:
1. We were contacted by another CPA on March 16, 2000,
stating that he had been asked to quote on rendering an audit
opinion on the 1997 financial statements of the Registrant. We
had been engaged on December 5, 1997, to perform such audit. We
performed certain field work in May of 1998, but due to cash
flow problems, management asked that we suspend work until
additional funds could be raised by the Registrant to allow
payment for our services. This is the second time the Registrant
has attemptedto hire another CPA firm to finish the 1997 audit
work. This clearly indicated to us that management does not wish to
continue our relationship.
2. We have been unable to resolve certain issues relating to
the 1997 audit, including a) the value of the real estate that
should be reflected on the balance sheet, b) the issue of
unrecorded back franchise taxes or fines, and c) the impact of
filing Form IO-KSB without the required opinion of a certified
public accountant on the financial statements.
3. Our inability to contact the Registrant because of
disconnected telephone numbers, with no notification from
management of new numbers to use to keep communication channels
open. Again, this is an indication to us that management is not
comfortable continuing our relationship.
Daniel, Ratliff & Company
Charlotte, North Carolina
March 30,2000