UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report April 25, 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") terminated Daniel,
Ratliff And Company ("Ratliff") as its' independent public
accountants. Subsequently to our Board of Directors meeting
Ratliff resigned.
SBI, has been advised for the fiscal year ended 1997,
that it did have a disagreement with Daniel, Ratliff and
Company as outlined in Exhibit 16 of this filing. There
were no disagreements of accounting principles that
subsequently lead to the resignation of the former accountant.
SBI believes, that for the two fiscal years ended December 31, 1998,
and December 31, 1999 period through March 20, 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.
However there was a disagreement of Ratliff on
SBI's financial statement for the year ending December 31,
1997 which did not contain an opinion. All matter are referenced
in Exhibit 16 of this filing.
We have resolved our disagreement with our former accountant
as follows:
Item 1.) The former accountant was contacted by the
new accounting firms of Mr. Jay Shapiro. The former accountant has
resigned from the engaged year of 1997. SBI's new accounting firm
will be responsible for the providing SBI an opinion for the 1997
audited financials.
Item 2.) A.) The value of the real estate as reflected on the 1998 and
1999 audit was resolved by a purchase of the real estate for
$6,000,000.00 in cash and stock.
B.) The unrecorded back franchise taxes or fines of $25,000.00
was accrued on the 1998 and 1999 audited statements. This information
was obtained by contacted the Secretary of State of Delaware.
C.) SBI will amend and re-file the 1997 and 1998 10-KSB to contain
accountants opinion.
Item 3.) Stock holders and others may contact the Registrant at the
disclosed number on it's filings. That number (818) 550-6181
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 25, 2000 SBI Communications, Inc.
By: /s/ Ron Foster
Ron Foster, Chairman
EXHIBIT 16
(LETTERHEAD OF Daniel, Ratliff and Company.)
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 attempted to 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