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Amendment to a previously filed 8-K

8-K/A

                     U.S. 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 (date of earliest event reported): September 26, 2004

                            PROVO INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

      001-15673                                              13-3950283         
 ---------------------                         ---------------------------------
 (Commission File No.)                         (IRS Employer Identification No.)
                                    
                               One Blue Hill Plaza
                                  P.O. Box 1548
                           Pearl River, New York 10965
                                 (845) 623-8553
     (Address and telephone number of principal executive offices and place
                                  of business)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below)

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13ed-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))




ITEM 4.01         CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a) On September 26, 2004, the Registrant was notified by its Independent
Auditor, Hernandez Marron y Cia S. C., of Mexico City, Mexico, that it had
resigned as the Independent Auditor of the Registrant.

During its tenure, Hernandez Marron y Cia S. C. issued a report on Registrant's
financial statements for the year ending December 31, 2003. This report did not
contain any adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to any uncertainty, audit scope or accounting principles.

During the fiscal year ended December 31, 2003, and during the period commencing
January 1, 2004 and ending September 26, 2004, there was no disagreement between
Registrant and Hernandez Marron y Cia S. C. on any matter of accounting
principles or practices, financial statement disclosure or audit scope and
procedure, which disagreement(s), if not resolved to the satisfaction of
Hernandez Marron y Cia S. C., would have caused them to make reference to the
subject matter of the disagreement in connection with its report.

Hernandez Marron y Cia S. C. has advised the Registrant that they had not
completed their review pursuant to the Statement on Auditing Standards (SAS) No.
100 before the Registrant filed its Quarterly Report on Form 10-QSB for the
quarter ended June 30, 2004. The Registrant filed its Form 10-QSB for the
quarter ended June 30, 2004 on August 16, 2004. The Registrant plans to file an
amended Form 10-QSB to include in the footnotes an explanatory note on the non
completion of SAS No. 100 review by Hernandez Marron y Cia S. C.

Registrant and its audit committee intend to replace Hernandez Marron y Cia S.
C. with a U.S. based firm, and have commenced interviews of firms for such
purpose.

The disclosure contained herein was submitted to Hernandez Marron y Cia S. C.
for its review and for them to have an opportunity to comment on the disclosure.
The Company received a letter from Hernandez Marron y Cia S. C. addressed to the
Securities and Exchange Commission. A copy of that letter is attached hereto as
Exhibit 16.


Item 9.01 (c)     Exhibits

16    Letter from Hernandez Marron y Cia S. C. to the Securities and Exchange
      Commission, dated October 18, 2004.

                                       2




                                   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.

Dated: November 1, 2004

                                             Provo International, Inc.

                                             By: /s/ Stephen J. Cole-Hatchard
                                                 -----------------------------
                                             Stephen J. Cole-Hatchard, CEO

                                       3





                                                                October 18, 2004
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sirs:

We have been furnished with a copy of the response to Item 4.01 of Form 8-KA for
the event that occurred on September 26, 2004, to be filed by our former client,
Provo International, Inc. We agree with the statements made in response to that
Item insofar as they relate to our Firm.

Sincerely,
Hernandez Marron y Cia S.C.

By: Bernardo Soto Penafiel
Partner

cc:      Mr. Stephen J. Cole-Hatchard, Chief Executive Officer
         Mr. Ronald Signore, Audit Committee
         Provo International Inc.
         One Blue Hill Plaza 7 Fl.
         POB 1548
         Pearl River, NY 10965