UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported)
September 28, 1999 (September 3, 1999)
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COMTEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Mexico 0-12116 75-2456757
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(State or other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
Of Incorporation)
9350 East Arapahoe Road, Suite 340, Englewood, Co. 80112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 662-1198
This Document consists of 3 pages
Item 4: Change in Registrant's Certifying Independent Public Accountant
On September 3, 1999 the Board of Directors of ComTec International, Inc. ("the
Company") voted to terminateHixson, Marin, Powell & DeSanctis, P.A., Certified
Public Accountants as the Company's independent auditors, effective September 3,
1999 and appointed as its new certifying independent auditors, Grabau & Company,
Certified Public Accountants, a Professional Corporation as its new Independent
Public Auditor. Hixson, Marin, Powell & DeSanctis, P.A.'s report on the
Company's financial statements during the two most recent reported fiscal year
(years ended 6/30/97 and 6/30/98) contained no adverse opinion or a disclaimer
of opinions, and was not qualified as to uncertainty, audit scope or accounting
principles except as follows:
Hixson, Marin, Powell & DeSanctis, P.A.'s report on the Company's financial
statements during the two most recent reported fiscal years (years ended 6/30/97
and 6/30/98) contained the following paragraph:
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 2 of notes to consolidated financial statements, the
Company experienced net losses for the years ended June 30, 1998 and
1997 of $3,029,900 and $5,115,300 and has experienced net losses from
inception (March 15, 1994) to June 30, 1998 of $11,704,900. In
addition, the Company's principal sources of cash flows have been
through the sales of its common shares ($1,138,900) and from borrowings
under financing activities ($5,579,600). The borrowings under financing
activities may cause severe liquidity problems. No assurances can be
given to the continuation of the sales of securities or continued
ability to obtain short or long term borrowings to maintain the
Company's present cash flow requirements. The Company's recurring
losses from operations and limited capital resources raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans with regard to these matters are also described in
Note 2 of notes to consolidated financial statements. To date the
Company has been dependent on its major shareholder group for debt and
equity financing. There is no assurance that this shareholder group
will continue as a source of new funds. The Company's ability to
achieve the elements of its business plan, which may be necessary to
permit the realization of assets and satisfaction of liabilities in the
ordinary course of business is uncertain. As discussed in Notes 13 and
14 of the of notes to consolidated financial statements, the Company is
a defendant in various matters relating to stock transactions and an
employment agreement. Because of the present stage of litigation, the
ultimate outcome of these matters cannot presently be determined,
Accordingly, no provisions for losses and liabilities that may result
therefrom have been made in the accompanying consolidated financial
statements. All of these conditions raise substantial doubt about the
Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result
from the outcome of these uncertainties.
1. During the last two fiscal years and the subsequent interim period
to the date hereof, there were no disagreements between the Company and
Hixson, Marin, Powell & DeSanctis, P.A., on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of
Hixson, Marin, Powell & DeSanctis, P.A., would have caused it to make a
reference to the subject matter of the disagreements in connection with its
reports.
2. None of the "reportable events" described in Item 304(a)(1)(ii) of
Regulation S-K occurred with respect to the Company within the past two
fiscal years and the subsequent period to the date hereof.
3. Effective September 3, 1999 the Board of Directors engaged Grabau &
Company, Certified Public Accountants, a Professional Corporation,
Certified Public Accountants, as its principal independent accountants.
During the last two fiscal years and the subsequent interim periods to the
date hereof, the Company did not consult Grabau & Company, Certified Public
Accountants, a Professional Corporation regarding any of the matters or
events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
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4. The Company has requested Hixson, Marin, Powell & DeSanctis, P.A., to
furnish it with a letter addressed to the Securities and Exchange
Commission stating whether Hixson, Marin, Powell & DeSanctis, P.A.,
agrees with the statements contained in the first, second and third
paragraphs above. A copy of the letter from Hixson, Marin, Powell &
DeSanctis, P.A., will be filed as an amendment to this 8K report when
received.
SIGNATURES
ComTec International, Inc.
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(Registrant)
Date: September 28, 1999
s/s Gordon Dihle
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Gordon Dihle - Authorized Officer, CFO
and Secretary.
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