APPLEWOODS INC
8-K, 1998-10-13
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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                       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) October 13, 1998
                                                         ----------------

                                APPLEWOODS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



DELAWARE                        0-27850                      13-3859709
- --------------------------------------------------------------------------------
(State or other               (Commission                   (IRS Employer
jurisdiction of               File Number)                 Identification No.)
Formation)



  15 WEST 26TH STREET, NEW YORK, NEW YORK                         10010
- --------------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)


        Registrant's telephone number, including area code (212) 679-8515
                                                           --------------

          (Former name or former address, if changes since last report)

<PAGE>

Item 5.  OTHER EVENTS.

         Applewoods,  Inc.  (the  "Registrant")  has  failed to timely  file its
Annual  Report on Form  10-KSB for the year ended  June 30,  1998  because it is
unable to secure commitments for the funding of the Company's  operations in the
future.  The Registrant  believes that this has resulted in the inability by its
independent auditors to finalize its audit of the Company's financial statements
for the year ended June 30, 1998.  In  addition,  the  Registrant's  independent
auditors has advised the Registrant  that it will consider  finalizing its audit
at such  time as the  Registrant  has  provided  the  independent  auditor  with
evidence of financing  commitments  sufficient  to fund the  Company's  on-going
operations.

         The  Registrant  intends  to  promptly  file  its  Annual  Report  upon
finalization of the audit of its financial statements.


                                       1
<PAGE>


                                   SIGNATURES




         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  authorized  and caused the  undersigned  to sign this
Report on the Registrant's behalf.





                                                     APPLEWOODS, INC.



                                            By:  /s/ ROGER BUOY
                                                 ---------------------------
                                                     Roger Buoy
                                                     Chief Executive Officer


Dated:  October 13, 1998




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