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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):
August 11, 2000
NURESCELL INC.
(Exact name of registrant as specified in its charter)
Nevada 0-25377 33-0805583
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification
Number)
1400 Bristol Street N., Suite 240, Newport Beach, California 92660
(Address of principal executive offices)
(949) 752-0071
(Registrant's telephone number)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Hollander, Lumer & Co. LLP (the "Former Accountant") resigned as
independent certified public accountant and independent auditor for Nurescell
Inc. (the "Company") on August 11, 2000. The Former Accountant reported on the
Company's balance sheet as of March 31, 2000 and the related statements of
operations, shareholders' deficiency and cash flows for the year then ended and
the cumulative from the period April 1, 1999 through March 31, 2000. The report
of the Former Accountant on the financial statements for such period contained
no adverse opinion or disclaimer of opinion and was not modified as to
uncertainty, audit scope or accounting principles except that it included an
explanatory paragraph stating that the financial statements had been prepared
assuming that the Company would continue as a going concern and that there was
substantial doubt about its ability to continue as a going concern.
During the Company's fiscal year ended March 31, 2000, and through the
date of this report, the Company disagreed with the Former Accountant as to the
accounting treatment of various warrants and options that had previously been
issued by the Company (the "Accounting Treatment"). Although such matter was
apparently resolved to the Former Accountant's satisfaction, the Chairman of the
Company's Board of Directors had discussed the disagreement with the Former
Accountant and was seeking clarification of the matter at the time the Former
Accountant resigned. The Company will authorize the Former Accountant to respond
fully to the inquiries of the Company's successor accountant concerning the
Accounting Treatment.
During the fiscal year ended March 31, 2000, and through the date of
this report, the Former Accountant did not advise the Company with respect to
any of the matters described in paragraphs (a)(1)(iv)(B)(1) through (3) of Item
304 of Regulation S-B, although the Former Accountant has stated that it has
"lost confidence in the integrity of management," apparently as a result of
management's actions in questioning the Accounting Treatment.
Prior to the Former Accountant's resignation, the Company had decided
to replace the Former Accountant for reasons unrelated to the Accounting
Treatment. As a result, on August 11, 2000 (and prior to receipt of the Former
Accountant's resignation) the Company had already engaged the accounting firm of
Corbin & Wertz (the "Successor Accountant") to replace the Former Accountant
after the filing of the Company's report on Form 10-QSB for the quarter ended
June 30, 2000 (the "June 10-QSB"). However, due to the Former Accountant's
resignation just before the deadline for filing the June 10-QSB, the Company has
accelerated the involvement of the Successor Accountant and is using it as its
independent auditor and independent certified public accountant with respect to
the June 10-QSB. The Company has not consulted the Successor Accountant
regarding whether the Accounting Treatment was appropriate.
The Company has provided the Former Accountant with a copy of the
foregoing disclosures and has requested in writing that the Former Accountant
furnish it with a letter addressed to the Securities and Exchange Commission
("SEC") stating whether or not it agrees with such disclosures. A copy of such
letter has been filed as an exhibit to this report in accordance with Item 601
of Regulation S-B.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is filed as part of this
report:
16.1 Letter, dated August 17, 2000, from Hollander, Lumer &
Co. LLP to the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 18, 2000 NURESCELL INC.
By: /s/ Sharon Nitka
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Sharon Nitka, Chief Financial Officer
