content: <PAGE>  1
   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 (Date of earliest event reported):
  
  February 6, 1997
  
  
  
  WASATCH PHARMACEUTICAL, INC.
  ----------------------------
  (Exact name of registrant as specified in its charter)
  
  
            UTAH                      2-35700                 84-0854009
  ---------------------------- -----------------------  --------------------
  (State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
   of incorporation)
  
  
  
  714 East 7200 South, Midvale, Utah 84047
                     ----------------------------------------
  (Address of principal executive office)
  
  
  
  Registrant's telephone number, including area code: (801) 566-9688
                                                      --------------
  
  N/A
  ------------------------------------------------------------
   (Former name or former address, if changed since last report)
  
  
  
  
  
  
  
  
  
  
  PAGE
  <PAGE> 2
  ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
       On February 6, 1997, by mutual consent, the Registrant terminated its 
  relationship with its independent auditors by accepting the resignation of 
  Jones, Jensen & Company, Certified Public Accountants.
  
       During the Registrants two most recent fiscal years and all interim 
  periods leading up to the date of Jones, Jensen & Company's resignation, they 
  did not issue any adverse opinions or disclaimer of opinion or qualify an 
  opinion as to uncertainty, audit scope, or accounting principles, except as to 
  the following:
  
       1.  A limitation in the scope of audit procedures performed with respect 
  to the Registrant's supplies inventory ($9,374) at December 31, 1995, due to 
  the fact that the auditors were not engaged in time to observe the opening 
  inventory; and
  
       2.  A modified opinion relating to the fact the Registrant is a 
  "development stage enterprise" and its ability to continue as a "going 
  concern". 
  
       The mutual decision to terminate the auditor's relationship was 
  recommended and approved by the Registrant's board of directors.
  
       In preliminary discussions concerning the Registrant's audit for its 
  fiscal year ended December 31, 1996, the Registrant and its former auditors 
  reviewed the Registrant's Report on Recoverable Reserves the Registrant had 
  obtained relating to a 25% working interest in 50 oil and gas wells acquired 
  by the Registrant in exchange for shares of the Registrant's common stock.
  
       Following such discussions a disagreement arose concerning the 
  Registrant's proposed valuation of the oil and gas properties.  As a result, 
  the former auditors asked the Registrant to provide it with further geological 
  studies relating to the properties to substantiate the Registrant's proposed 
  valuation.
  
       After consultation with other professionals knowledgeable in the oil and 
  gas industry, the Registrant's management concluded that the independent 
  geologist's report based upon volumetric determinations was an adequate 
  analysis of recoverable oil and gas and could be used as a basis for recording 
  the acquired asset to support Registrant's proposed valuation. 
  
       The Registrant discussed the former auditors request with the geologist 
  who prepared the reserve report and he indicated that an individual well by 
  well analysis would cost the Registrant at least $50,000 and take two to three 
  months to complete.  Consequently, the Registrant engaged another reserve 
  expert to analyze and evaluate the oil and gas properties.  The principal of 
  the expert retained, Clifford Budd, is a petroleum engineer and experienced in 
  reservoir analysis and reporting.  Mr. Budd concluded that a determination 
  based upon volumetric methods to support the Registrant's proposed valuation 
  was appropriate for this group of wells for the following reasons:
  
       1.  The wells, although completed, are technically nonproducing proven 
  reserves, due to the major rework required; and
  
       2.  According to the Society of Petroleum Engineers "Standards Pertaining 
  to the Estimating and Auditing of Oil and Gas Reserve Information", the 
  volumetric method and analogous reserve modeling are acceptable basis for 
  estimating recoverable reserves.
  <PAGE> 3
  
       The Registrant's management and board of directors, after discussing the 
  delay that would occur and the additional costs related to obtaining a well by 
  well analysis as requested by its former auditors and after considering its 
  effect on the Registrant's impending programs to raise working capital, 
  concluded that it was in the best interest of the Registrant and its 
  shareholders to terminate its relationship with its former auditors and 
  commence a search for a successor independent accounting firm.
  
       Gary V. Heesch, the C.E.O. and director of the Registrant discussed the 
  subject matter of the disagreement with the Registrant's former auditors and 
  the former auditors have been authorized to fully respond to inquires by 
  others concerning the subject disagreement.
  
       The Registrant has requested that Jones, Jensen & Company review the 
  foregoing disclosures and provide a letter addressed to the Securities and 
  Exchange Commission stating whether they agree with the above statements and, 
  if  not, stating in what respects they do not agree.  Jones, Jensen & 
  Company's letter is included as an exhibit to this report on form 8-K.
  
       On February 13, 1997, the Registrant, with the concurrence of its board 
  of directors engaged Thomas Leger & Co., L.L.P. as its principal independent 
  auditors.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
  
  (b)(1)  Pro Forma Financial Statements.     
  
       None.
  
  (c)(1)  Exhibits.  The following exhibits are included as part of this report:
  
              SEC
  Exhibit     Reference
  Number      Number      Title of Document                        Location
  -------     ---------   -----------------                        --------
    16         16.01      Letter from Jones, Jensen & Company      This filing
                          relating to termination as
                          Registrant's independent auditors
    
   SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as 
  amended, the Registrant has duly caused this report to be signed on its behalf 
  by the undersigned hereunder duly authorized.
  
                                            WASATCH PHARMACEUTICAL, INC.     
  
  
  
  Date:     February 21, 1997                   /S/David Giles, Secretary
   
  PAGE
  <PAGE> 4
  [Jones, Jensen & Company Letterhead]
  
  
  
  
  February 21, 1997
  
  
  
  Securities and Exchange Commission
  Judiciary Plaza
  450 Fifth Street, N.W.
  Washington, D.C. 20549
  
  Effective February 6, 1997, Jones, Jensen & Company ceased as auditors of 
  Wasatch Pharmaceutical, Inc.  We have read the Registrant's Item 4 on Form 8-K 
  and concur with the statements contained therein as they relate to our 
  disagreement with Wasatch Pharmaceutical, Inc. and our termination as 
  auditors.
  
  Sincerely,
  
  /S/Jones, Jensen & Company
  Certified Public Accountants
  50 South Main Street, Suite 1450
  Salt Lake City, Utah  84144
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT ON FORM 8-K", "secsgml_size_bytes": 7224}]
metadata_filer: {"company-data": {"conformed-name": "WASATCH PHARMACEUTICAL INC", "cik": "0000037848", "assigned-sic": "3652", "irs-number": "840854009", "state-of-incorporation": "UT", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-18007", "film-number": "97541464"}, "business-address": {"street1": "714 E 7200 S", "city": "MIDVALE", "state": "UT", "zip": "84047", "phone": "8015669688"}, "mail-address": {"street1": "714 EAST 7200 SOUTH", "city": "MIDVALE", "state": "UT", "zip": "84047"}, "former-company": [{"former-conformed-name": "CERON RESOURCES CORPORATION", "date-changed": "19920703"}, {"former-conformed-name": "CERON RESOURCES CORP", "date-changed": "19820111"}, {"former-conformed-name": "FOLIO ONE PRODUCTIONS LTD", "date-changed": "19820103"}]}
text: 1
   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 (Date of earliest event reported):
  
  February 6, 1997
  
  WASATCH PHARMACEUTICAL, INC.
  ----------------------------
  (Exact name of registrant as specified in its charter)
  
            UTAH                      2-35700                 84-0854009
  ---------------------------- -----------------------  --------------------
  (State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
   of incorporation)
  
  714 East 7200 South, Midvale, Utah 84047
                     ----------------------------------------
  (Address of principal executive office)
  
  Registrant's telephone number, including area code: (801) 566-9688
                                                      --------------
  
  N/A
  ------------------------------------------------------------
   (Former name or former address, if changed since last report)
  
  PAGE
  2
  ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
       On February 6, 1997, by mutual consent, the Registrant terminated its 
  relationship with its independent auditors by accepting the resignation of 
  Jones, Jensen & Company, Certified Public Accountants.
  
       During the Registrants two most recent fiscal years and all interim 
  periods leading up to the date of Jones, Jensen & Company's resignation, they 
  did not issue any adverse opinions or disclaimer of opinion or qualify an 
  opinion as to uncertainty, audit scope, or accounting principles, except as to 
  the following:
  
       1.  A limitation in the scope of audit procedures performed with respect 
  to the Registrant's supplies inventory ($9,374) at December 31, 1995, due to 
  the fact that the auditors were not engaged in time to observe the opening 
  inventory; and
  
       2.  A modified opinion relating to the fact the Registrant is a 
  "development stage enterprise" and its ability to continue as a "going 
  concern". 
  
       The mutual decision to terminate the auditor's relationship was 
  recommended and approved by the Registrant's board of directors.
  
       In preliminary discussions concerning the Registrant's audit for its 
  fiscal year ended December 31, 1996, the Registrant and its former auditors 
  reviewed the Registrant's Report on Recoverable Reserves the Registrant had 
  obtained relating to a 25% working interest in 50 oil and gas wells acquired 
  by the Registrant in exchange for shares of the Registrant's common stock.
  
       Following such discussions a disagreement arose concerning the 
  Registrant's proposed valuation of the oil and gas properties.  As a result, 
  the former auditors asked the Registrant to provide it with further geological 
  studies relating to the properties to substantiate the Registrant's proposed 
  valuation.
  
       After consultation with other professionals knowledgeable in the oil and 
  gas industry, the Registrant's management concluded that the independent 
  geologist's report based upon volumetric determinations was an adequate 
  analysis of recoverable oil and gas and could be used as a basis for recording 
  the acquired asset to support Registrant's proposed valuation. 
  
       The Registrant discussed the former auditors request with the geologist 
  who prepared the reserve report and he indicated that an individual well by 
  well analysis would cost the Registrant at least $50,000 and take two to three 
  months to complete.  Consequently, the Registrant engaged another reserve 
  expert to analyze and evaluate the oil and gas properties.  The principal of 
  the expert retained, Clifford Budd, is a petroleum engineer and experienced in 
  reservoir analysis and reporting.  Mr. Budd concluded that a determination 
  based upon volumetric methods to support the Registrant's proposed valuation 
  was appropriate for this group of wells for the following reasons:
  
       1.  The wells, although completed, are technically nonproducing proven 
  reserves, due to the major rework required; and
  
       2.  According to the Society of Petroleum Engineers "Standards Pertaining 
  to the Estimating and Auditing of Oil and Gas Reserve Information", the 
  volumetric method and analogous reserve modeling are acceptable basis for 
  estimating recoverable reserves.
  3
  
       The Registrant's management and board of directors, after discussing the 
  delay that would occur and the additional costs related to obtaining a well by 
  well analysis as requested by its former auditors and after considering its 
  effect on the Registrant's impending programs to raise working capital, 
  concluded that it was in the best interest of the Registrant and its 
  shareholders to terminate its relationship with its former auditors and 
  commence a search for a successor independent accounting firm.
  
       Gary V. Heesch, the C.E.O. and director of the Registrant discussed the 
  subject matter of the disagreement with the Registrant's former auditors and 
  the former auditors have been authorized to fully respond to inquires by 
  others concerning the subject disagreement.
  
       The Registrant has requested that Jones, Jensen & Company review the 
  foregoing disclosures and provide a letter addressed to the Securities and 
  Exchange Commission stating whether they agree with the above statements and, 
  if  not, stating in what respects they do not agree.  Jones, Jensen & 
  Company's letter is included as an exhibit to this report on form 8-K.
  
       On February 13, 1997, the Registrant, with the concurrence of its board 
  of directors engaged Thomas Leger & Co., L.L.P. as its principal independent 
  auditors.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
  
  (b)(1)  Pro Forma Financial Statements.     
  
       None.
  
  (c)(1)  Exhibits.  The following exhibits are included as part of this report:
  
              SEC
  Exhibit     Reference
  Number      Number      Title of Document                        Location
  -------     ---------   -----------------                        --------
    16         16.01      Letter from Jones, Jensen & Company      This filing
                          relating to termination as
                          Registrant's independent auditors
    
   SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as 
  amended, the Registrant has duly caused this report to be signed on its behalf 
  by the undersigned hereunder duly authorized.
  
                                            WASATCH PHARMACEUTICAL, INC.     
  
  Date:     February 21, 1997                   /S/David Giles, Secretary
   
  PAGE
  4
  [Jones, Jensen & Company Letterhead]
  
  February 21, 1997
  
  Securities and Exchange Commission
  Judiciary Plaza
  450 Fifth Street, N.W.
  Washington, D.C. 20549
  
  Effective February 6, 1997, Jones, Jensen & Company ceased as auditors of 
  Wasatch Pharmaceutical, Inc.  We have read the Registrant's Item 4 on Form 8-K 
  and concur with the statements contained therein as they relate to our 
  disagreement with Wasatch Pharmaceutical, Inc. and our termination as 
  auditors.
  
  Sincerely,
  
  /S/Jones, Jensen & Company
  Certified Public Accountants
  50 South Main Street, Suite 1450
  Salt Lake City, Utah  84144