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____________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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) : February 24, 2000
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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
Moores Rowland, Certified Public Accounts as of February 24, 2000 to serve as
the Registrant's independent public auditor and to conduct the audit of the
Company's financial statements for the fiscal year ended 1999. The decision to
change the certifying accountant was made by the Board of Directors of the
Registrant.
The audit reports provided by William Lindberg, CPA for the fiscal
years ended December 31, 1996, 1997 and 1998 did not contain any adverse opinion
or disclaimer of opinion nor was any report modified as to uncertainty, audit
scope or accounting principles.
Upon appointment of Moores Rowland, Certified Public Accountants, the
Registrant authorized the former accountant, William Lindberg, CPA, to respond
fully to any inquiries of the successor accountant.
There have been no other past disagreements between the Registrant and
William Lindberg, CPA 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, December 31, 1998 or for the
interim period ended September 30, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits
16.1 Letter from William Lindberg, CPA, to the SEC.
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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: February 27, 2000 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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EXHIBIT 16.1
WILLIAM D. LINDBERG
CERTIFIED PUBLIC ACCOUNTANT
1064 CLIPPER COURT
COSTA MESA, CALIFORNIA 92627
TEL./FAX. (949) 548-6546
February 25, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
USA
Dear Sirs:
I have read Item 4 of the Report on Form 8-K of Physical Spa &
Fitness, Inc. and I agree with statements contained therein as they relate to my
firm.
Very truly yours,
/s/ William Lindberg, CPA
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