Securities and Exchange Commission
Washington, D.C. 20540
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, 1997
VisCorp
(Exact name of registrant as specified in its charter)
Nevada
( State or other jurisdiction of incorporation)
0-21225 88-0101953
(Commission File Number) (IRS Employer Identification No.)
4764 Park Granada, Suite 110, Calabasas, California 91302
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (818)-225-0000
(Former name or former address, if changed since last report)
<PAGE>
ITEM 4. Change in Registrant's Certifying Accountant
(a)(1) The Registrant's independent public accountants,
Blackman, Kallick Bartelstein, LLP ("BKB"), declined to stand for
reelection as the Registrant's auditors.
(i) The declination/resignation of BKB was effected by
letter dated September 24, 1997.
(ii) In its Report to the Registrant for 1996, BKB stated
that the Registrant's financial statements had been prepared assuming
that it would continue as a going concern. BKB stated that the
Registrant continues to be a development stage enterprise and to date
has not generated any revenues from product sales or positive cash
flows from operations; that the ultimate success of the Registrant was
dependent upon its ability to complete the development of its products
and technology and to successfully introduce its products to the
consumer marketplace; and that the Registrant must also be able to
raise significant additional capital in debt or equity markets for
both the introduction and development of products and also to sustain
he day-to-day operations of the Registrant. BKB concluded that these
factors raised substantial doubt about the Registrant's ability to
continue as a going concern.
(iii) The decision to change accountants was not recommended
or approved by Registrant's Board of Directors or Audit Committee,
although the Board understood that since the Registrant had moved its
operations to California, it was not feasible to continue to have its
books audited by a small Chicago, Illinois based accounting firm and
therefore understood that BKB would probably voluntarily resign or
decline to stand for reelection as the Registrant's auditors.
(iv) During the current fiscal year and the last two fiscal
years, there have been no disagreements with BKB on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure.
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.
VisCorp, a Nevada corporation
Date: October 13, 1997 By /s/ Lawrence Siegel
--------------------------
Lawrence Siegel, President
BK
BLACKMAN
KALLICK
Certified Public Accountants / Consultants to Business
September 24, 1997
Mr. Hugh Jencks
Chief Operating Officer
VisCorp
4674 Park Granada, Suite 220
Calabasas, CA 91302
Dear Hugh:
As we have discussed, Blackman Kallick Bartelstein, LLP is declining to
stand for reelection as auditors of Viscorp. We feel that, given your
move to California, it is more appropriate that you have a local firm
as your independent auditors.
Attached is an additional letter that fulfills our requirement to report to
the SEC. As indicated, this letter was mailed to the SEC today.
If you have any questions, please call.
Sincerely,
BLACKMAN KALLICK BARTELSTEIN, LLP
/s/ Paul F. Oetter
Paul F. Oetter
PFO/jkt
Enclosure
a member of HLB international
Blackman Kallick Bartelstein, LLP
300 South Riverside Plaza, Chicago, Illinois 60606-6613 (312) 207-1040
FAX (312) 207-1066 Internet: http://www.bkbcpa.com
<PAGE>
BK
BLACKMAN
KALLICK
Certified Public Accountants / Consultants to Business
September 24, 1997
Mr. Hugh Jencks
Chief Operating Officer
VisCorp
4674 Park Granada, Suite 220
Calabasas, CA 91302
Dear Mr. Jencks:
This is to confirm that the client-auditor relationship between VisCorp
(Commission File Number 0-21225) and Blackman Kallick Bartelstein, LLP has
ceased.
Sincerely,
BLACKMAN KALLICK BARTELSTEIN, LLP
/s/ Paul F. Oetter
Paul F. Oetter
PFO/jkt
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
FAX (202) 504-2724
42370
a member of HLB international
Blackman Kallick Bartelstein, LLP
300 South Riverside Plaza, Chicago, Illinois 60606-6613 (312) 207-1040
FAX (312) 207-1066 Internet: http://www.bkbcpa.com
