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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
NOVEMBER 2, 1999 (OCTOBER 28, 1999)
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CELL TECH INTERNATIONAL INCORPORATED
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-21015 22-3345046
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
1300 MAIN STREET, KLAMATH FALLS, OREGON 97601
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (541) 882-5406
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509 COUNTY LINE ROAD, RADNOR, PENNSYLVANIA 19807
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
a) The previous independent accountants for the Registrant were KPMG LLP
("KPMG").
i) On October 28, 1999, Cell Tech International Incorporated,
formerly HumaScan Inc., (the "Company") received notice that KPMG
LLP resigned as the independent accountants for the Company.
ii) The reports of KPMG on the HumaScan Inc. financial statements for
the calendar years ending December 31, 1997 and 1996 contained no
adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainly, audit scope or accounting
principles.
iii) In connection with HumaScan Inc.'s audits for the calendar years
ending December 31, 1997 and 1996, and from January 1, 1998
through October 28, 1999, there have been no disagreements with
KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would
have caused them to make reference in connection with their
opinion to the subject matter of the disagreement.
iv) During the two calendar years ending December 31, 1997 and 1996
there have been no reportable events, as they related to HumaScan
Inc., as defined in Regulation S-K Item 304(a)(1)(v).
v) The Company has requested that KPMG furnish it with a letter
addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter is filed as Exhibit 16 to
this Form 8-K.
b) New independent accountants
i) The Company is currently qualifying a new accounting firm.
c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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16 Letter from KPMG dated November 2, 1999
agreeing with the statements contained in
the Company's Form 8-K dated November 2, 1999.
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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 hereunto duly authorized.
Dated: November 2, 1999 CELL TECH INTERNATIONAL INCORPORATED
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(Registrant)
/s/ MARTA C. KOLLMAN
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Marta C. Kollman
Chief Executive Officer and President
[KMPG LETTERHEAD APPEARS HERE]
November 2, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Cell Tech International
Incorporated (formerly HumaScan Inc.) and, under the date of January 23, 1998,
we reported on the financial statements of HumaScan Inc. as of December 31, 1997
and 1996 and for the period from December 27, 1994 (date of inception) to
December 31, 1997, the years ended December 31, 1997 and 1996 and the period
from December 27, 1994 (date of inception) to December 31, 1995. On October 26,
1999 we resigned. We have read Cell Tech International Incorporated's statements
included under Item 4 of its Form 8-K dated November 2, 1999 and we agree with
such statements that relate to our relationship with Cell Tech International
Incorporated, except that we are not in a position to agree or disagree with
Cell Tech International Incorporate's statements regarding its plans on
retaining an accounting firm.
Very truly yours,
/s/ KPMG LLP
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KPMG LLP
