UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED 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):
March 19, 1997
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Commission file number 0-28392
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HARVARD SCIENTIFIC CORP.
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(Exact name of registrant as specified in its charter)
Nevada 88-0226455
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(State of other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
100 N. Arlington Ave., Suite 23P, Reno, NV 89501
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (702) 796-1173
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Item No. 4. Changes in Registrant's Certified Accountant
Prior to March 19, 1997, the Registrant engaged as its principal
accountant to audit the Registrant's financial statements the firm of Fair,
Anderson & Langerman of Las Vegas, Nevada. On March 19, 1997, the Registrant's
Board of Directors approved W. Dale McGhie, Certified Public Accountant, 1539
Vasser Street, Reno, Nevada 89502 as the Registrant's independent accountant.
Mr. McGhie was retained for purposes of reviewing the Registrant's year end
financial statements.
The Registrant's former accountant, Fair Anderson & Langerman did not
resign and did not decline to stand for reelection. The former accountant simply
was replaced as of March 19, 1997 due to the fact that the company's
headquarters were moved to Reno, Nevada. The decision to change accountants was
recommended and approved by the Board of Directors.
Reports prepared by the Registrant's principal accountant on the
Registrant's financial statements for the past two (2) years, and in any
subsequent interim period through March 19, 1997, have not contained an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles, except as follows:
1. The Report on Financial Statements prepared by Fair, Anderson &
Langerman for the period from January 13, 1987 (Inception) through December 31,
1995, contained the following statement:
The accompanying financial statements have been presented assuming that
the Company will continue as a going concern. As discussed in Note 11 to
the financial statements, the Company has suffered recurring losses from
operations that raises substantial doubt about its ability to continue as
a going concern. The financial statements do not include any adjustments
that might result from that outcome of this uncertainty.
Note 11 of those financial statements, under the heading "Uncertainty - Going
Concern," stated:
The Company's continued existence is dependent upon its ability to resolve
its liquidity problems, principally by obtaining additional equity capital
and through the sale of the PGE-1 product, while pursuing regulatory
approval for the sale of the product. The Company must continue to operate
on limited cash flows. The Company has experienced a net loss for the
years ended December 31, 1995 and 1994 of $676,455 and $489,664,
respectively.
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2. The Report on Financial Statements prepared by Fair, Anderson &
Langerman for the period from January 13, 1987 (Inception) through March 31,
1996, contained the following statement:
The accompanying financial statements have been presented assuming that
the Company will continue as a going concern. As discussed in Note 11 to
the financial statements, the Company has suffered recurring losses from
operations that raises substantial doubt about its ability to continue as
a going concern. The financial statements do not include any adjustments
that might result from that outcome of this uncertainty.
Note 11 of those financial statements, under the heading "Uncertainty - Going
Concern," stated:
The Company's continued existence is dependent upon its ability to resolve
its liquidity problems, principally by obtaining additional equity capital
and through the sale of the PGE-1 product, while pursuing regulatory
approval for the sale of the product. The Company must continue to operate
on limited cash flows. The Company has experienced a net loss for the
three months ended March 31, 1996 of $396,252.
3. The Report on Financial Statements prepared by Dale McGhie for December
31, 1996 and 1995, contained the following statement:
The accompanying financial statements have been presented assuming that
the Company will continue as a going concern. As discussed in Note 11 to
the financial statements, the Company has suffered recurring losses from
operations that raises substantial doubt about its ability to continue as
a going concern. The financial statements do not include any adjustments
that might result from that outcome of this uncertainty.
Note 13 of those financial statements, under the heading "Uncertainty - Going
Concern," rather than Note 11, stated:
The financial statements of the Company have been prepared assuming that
the Company will continue as a going concern. The Company's future success
is dependent upon its ability to raise additional funds to complete the
commercialization process for its erectile dysfunction treatment product.
The Company intends to obtain these funds through public and private
financing or from other sources, such as collaborative agreements.
Although the Company has sold $5,000,000 principal amount of Debentures
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(Note 12), and has an undertaking, subject to various conditions, to raise
an additional $10,000,000 principal amount of Debentures, there can be no
assurance that this additional funding will occur, or be sufficient, and
that, if this additional funding does not occur or is sufficient, other
required funds will be available on terms satisfactory to the Company.
Failure to obtain adequate financing could cause a delay or termination of
the Company's product development and marketing efforts.
During the most recent two (2) fiscal years, and any subsequent interim
period through March 19, 1997, there have not been any disagreements with the
Registrant's former accountant on any matter of accounting principles or
practices, financial statements disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of the former
accountant, would have caused it to make a reference to the subject matter of
the disagreements in connection with its report, except as follows:
1. Subsequent to issuing its report on the Company's financial statements
for the period from January 13, 1987 (Inception) through March 31, 1996, the
Company's former accountants, Fair, Anderson & Langerman, learned that 180,000
shares of the Company's common stock had been issued to Alexander H. Walker, Jr.
prior to the end of March 1996. Such shares were not included in the former
accountant's report.
None of the following events have occurred within the Registrant's two (2)
most recent fiscal years, or in any subsequent interim period through March 19,
1997 preceding the former accountant's replacement:
(A) The registrant's accountant, or former accountant, having advised the
registrant that the internal controls necessary for the registrant to develop
reliable financial statements do not exist;
(B) the registrant's accountant, or former accountant having, advised the
registrant that information has come to the accountant's attention that has led
it to no longer be able to rely on management's representations, or that has
made it unwilling to be associated with the financial statements prepared by
management;
(C)(1) the registrant's accountant, or former accountant, having advised
the registrant of the need to expand significantly the scope of its audit, or
that information has come to the accountant's attention during the time period
covered by Item 304(a)(1)(iv) of Regulation S-K, that if further investigated
may (i) materially impact the fairness or reliability of either; a previously
issued audit report or the underlying financial statements, or the financial
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statements issued or to be issued covering the fiscal period(s) subsequent to
the date of the most recent financial statements covered by an audit report
(including information that may prevent it from rendering an unqualified audit
report on those financial statements), or (ii) cause it to be unwilling to rely
on management's representations or be associated with the registrant's financial
statements, and (2) due to the accountant's resignation (due to audit scope
limitations or otherwise) or dismissal, or for any other reason, the accountant
did not so expand the scope of its audit or conduct such further investigation;
or
(D)(1) the registrant's accountant, or former accountant, having advised
the registrant that information has come to the accountant's attention that it
has concluded materially impacts the fairness or reliability of either (I) a
previously issued audit report or the underlying financial statements, or (ii)
the financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements covered by an
audit report (including information that, unless resolved to the accountant's
satisfaction, would prevent it from rendering an unqualified audit report on
those financial statements), and (2) due to the accountant's resignation,
dismissal or declination stand for re-election, or for any other reason, the
issue has not been resolved to the accountant's satisfaction prior to its
resignation, dismissal or declination to stand for re-election
Item No. 7. Exhibits
(16) Letter on change in certifying accountant.
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.
HARVARD SCIENTIFIC CORP.
Date: July 23, 1997 /s/ Don A. Steffens
Don A. Steffens, President
FAIR, ANDERSON
& LANGERMAN
A Professional Corporation
Certified Public Accountants
July 21, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W., Room 124
Washington, DC 20549
RE: Harvard Scientific Corp.
Amended Form 8-K (File Number 0-28392)
In regard to above subject, within the filing under "Changes in Registrant's
Certified Accountant" we would agree with the statements in reference to the
firm of Fair, Anderson & Langerman.
FAIR, ANDERSON & LANGERMAN
/s/ Jill Langerman
Jill Langerman, CPA
3811 W. Charleston Blvd., Suite 110, Las Vegas, Nevada 89102, (702) 870-7999
FAX: (702)870-7342
