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)   January 14, 1997


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

                                                     NEVADA

                                 (State or other jurisdiction of incorporation)


         0-26578                     33-0662114
(Commission File Number)      (IRS Identification No.)

1720 East Garry, Suite 201, Santa Ana, California  92705
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code:  (714) 475-4500




















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Item 4.       Changes in Registrant's Certifying Accountant.

              1.           (i)      The Registrant's former independent
accountant, Brian S. Nathanson,
C.P.A. ("Nathanson") resigned from that capacity on January 14, 1997.

                           (ii)     The report by Nathanson on the financial 
statements of the Registrant
dated October 23, 1995,  including a balance sheet as of August 31, 1995 and the
statements of operations,  cash flows and statement of stockholders'  equity for
the year  ended  August  31,  1995  did not  contain  an  adverse  opinion  or a
disclaimer  of opinion,  or was qualified or modified as to  uncertainty,  audit
scope or accounting principles.

                           (iii)    During the period covered by the financial
statements through the
date of resignation of the former  accountant,  there were no disagreements with
the former  accountant  on any matter of  accounting  principles  or  practices,
financial statement disclosure, or auditing scope or procedure.




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                                                   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 thereunto duly authorized.

Dated:   January 19, 1997                        LANDMARK INTERNATIONAL, INC.



                                                 By:    /s/ William J. Kettle
                                                       President


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