8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): June 22, 1998

                       Pyrocap International Corporation
             (Exact name of registrant as specified in its charter)

Virginia                            33-33819                 84-1124015
(State or other jurisdiction        (Commission file         (IRS Employer
of incorporation)                   number)                  Identification No.)

      15010 Farm Creek Drive, Suite 102, Woodbridge, Virginia    22191
            (Address of principal executive offices)           (Zip Code)

                                 (703) 551-4452
              (Registrant's telephone number, including area code)

                                 Not applicable
         (Former name or former address, if changed since last report)





                       (Exhibit Index appears on Page 2)

Item 4.  Changes in Registrant's Certifying Accountant

                  On June 22, 1998, the Registrant dismissed its former
principal independent auditors, Friedman & Fuller, PC ("F&F"). The change in
principal independent auditors was approved by the Registrant's Audit Committee
of the Board and the Board of Directors. F&F and the Registrant mutually
determined that it would no longer be appropriate for F&F to serve as the
Registrant's independent auditors as a result of the earlier acquisition of F&F
by a large financial services company which is itself a reporting company under
the Securities Exchange Act.

                  F&F was the Registrant's principal independent auditors for
the fiscal year ended August 31, 1995. F&F's audit report on the Registrant's
financial statements for fiscal 1995 includes an uncertainty paragraph as to the
ability of the Registrant to continue as a going concern because of the
Registrant's recurring losses and the resulting need for cash to finance its
operations. This condition is more fully described in Note 1 of the audited
financial statements for the year ending August 31, 1995. The Registrant did not
disagree with the statement of uncertainty made by F&F in its audit report, and
the inclusion of a going concern uncertainty statement in the report had no
bearing on the Registrant's decision to change auditing firms. During the time
F&F has served as the Registrant's independent auditors, there have been no
disagreements between F&F and the Registrant as to any matter of accounting
principles or practices, financial statement disclosures, or auditing scope and
procedures, which disagreements, if not resolved to F&F's satisfaction, would
have caused it to make a reference to the subject matter of the disagreement in
connection with its audit report.

                  On June 9, 1998, the Registrant's Board of Directors voted to
engage Reznick Fedder & Silverman ("RF&S") as the Registrant's principal
independent auditors. Prior to its decision to engage RF&S, neither the
Registrant nor anyone acting on its behalf had consulted RF&S with respect to
either: (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Registrant's financial statements; or (ii) any matter that was
either the subject of a disagreement or a reportable event. The Registrant has
authorized F&F to respond fully to the inquiries of RF&S concerning all of the
matters discussed above.

Item 7.(c) Exhibits and Exhibit Index

                                                                            Page
                                                                            ----
         16.1  Letter, dated June 23, 1998, from Friedman & Fuller, PC.     4





                                   SIGNATURE

                  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.

                                               Pyrocap International Corporation
                                               (Registrant)

Dated:  June 22, 1998                          By: /s/  Joseph S. Meyer
                                                   _____________________________
                                                        Joseph S. Meyer
                                                        Secretary

EX-16

                                                                    Exhibit 16.1



June 23, 1998

Pyrocap International Corporation
15010 Farm Creek Drive, Suite 102
Woodbridge, VA  22191

                  Re:  Form 8-K - Change of Auditors

Ladies and Gentlemen:

This letter is to set forth our concurrence with the information contained in
Item 4 of Form 8-K, dated June 22, 1998, regarding the circumstances of our
dismissal as the independent auditors for Pyrocap International Corporation
("Pyrocap").

It was mutually agreed that, due to Friedman & Fuller's new relationship with
American Express Tax and Business Services, it would no longer be appropriate
for Friedman & Fuller to continue as the independent auditors for Pyrocap. There
were no disagreements with regard to accounting principles, financial reporting,
or any other matter.

Very truly yours,

FRIEDMAN & FULLER, P.C.



/s/ G. Stephen Fuller
_______________________
G. Stephen Fuller