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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) November 3, 1998
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PHYSICAL SPA & FITNESS, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-26573 98-0203281
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(Commission File Number) (IRS Employer Identification No.)
12/F-15/F Lee Theatre Plaza, 99 Percival St., Causeway Bay, Hong Kong
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (852) 2572-8888
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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The Board of Directors of the Registrant approved the engagement of William
Lindberg, CPA in June of 1999 to serve as the Registrant's independent public
auditor and to conduct the audit of the Company's financial statements for the
fiscal years ended 1996, 1997 and 1998. The decision to change the certifying
accountant was made by the Board of Directors of the Registrant, and resulted
from the fact that on November 3, 1998, Arthur Andersen withdrew its previously
issued audited reports for the years ended December 31, 1997 and December 31,
1996. The Registrant sent a termination letter to Arthur Anderson dated November
3, 1998, and Arthur Anderson sent a resignation letter to the Registrant dated
as of the same date.
The audit reports provided by Arthur Andersen for the fiscal years ended
December 31, 1996 and 1997 did not contain any adverse opinion or disclaimer of
opinion nor was any report modified as to uncertainty, audit scope or accounting
principles. There were discussions between Arthur Anderson and the Registrant
with respect to the related party nature of certain transactions and related
disclosures undertaken by certain subsidiaries of the Registrant in the fiscal
year ended December 31, 1996, however, Arthur Anderson has never made any
recommendations to the Registrant as to what changes in the disclosure should be
made by the Registrant. Due to the fact that the relationship between Arthur
Anderson and the Registrant ceased as of November 3, 1998, the matter regarding
disclosure of related party transaction was never resolved prior to November 3,
1998.
Upon appointment of William Lindberg, CPA, the Registrant authorized the former
accountant, Arthur Anderson, to respond fully to the inquiries of the successor
accountant concerning the issue of disclosure of related party transaction with
respect to fiscal year ended December 31, 1996.
Except as disclose above, there have been no other past disagreements between
the Registrant and Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosure or auditing, scope or procedure for
the fiscal years ended December 31, 1996, December 31, 1997 and the three months
interim period ended March 31, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits
16. Letter from Arthur Andersen & Co., to the SEC*.
* To be filed by amendment
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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: August 31, 1999 PHYSICAL SPA & FITNESS, INC.
By: /s/ Ngai Keung Luk
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Ngai Keung Luk
Chairman and Chief Executive Officer
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