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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): November 18, 1999
AGROCAN CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-25963
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
1709 Harbour Centre 25 Harbour Road
Wanchai, Hong Kong
(Address of principal executive offices)
Registrant's telephone number, including area code: 852-2519-3933
Not applicable
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective November 18, 1999, AgroCan Corporation, a Delaware corporation
(the "Company"), dismissed Horwath Hong Kong CPA Limited ("Horwath Hong
Kong") as the Company's independent accountants, and engaged Horwath Gelfond
Hochstadt Pangburn, P.C. ("Horwath Gelfond") as the Company's new independent
accountants. The dismissal of Horwath Hong Kong and the retention of Horwath
Gelfond were approved by the Company's Board of Directors.
Prior to the engagement of Horwath Gelfond, neither the Company nor
anyone on its behalf consulted with such firm regarding the application of
accounting principles to a specified transaction, either completed or
uncompleted, or type of audit opinion that might be rendered on the Company's
financial statements except as follows:
(1) Horwath Gelfond read the Company's financial statements for the
years ended September 30, 1998 and 1997 and consulted with
Horwath Hong Kong to assist them in determining that the
financial statements were in conformity with U.S. generally
accepted accounting principles.
(2) Horwath Gelfond reviewed the audit planning, fieldwork and
completion procedures for the years ended September 30, 1998
and September 30, 1997 employed by Horwath Hong Kong to assist
them in determining that the audits were in accordance with
U.S. generally accepted auditing standards, and
(3) Horwath Gelfond assisted the Company and Horwath Hong Kong in
responding to SEC comment letters received by the Company dated
November 17, 1999, September 30, 1999 and August 13, 1999
pertaining to the Form 10-SB filed by the Company on May 4,
1999.
Horwath Hong Kong audited the Company's financial statements for the
years ended September 30, 1998 and September 30, 1997. Horwath Hong Kong's
report for such period did not contain an adverse opinion or a disclaimer of
opinion, nor was the report qualified or modified as to uncertainty, audit
scope or accounting principles.
During the period from October 1, 1998 to November 17, 1999 and the
years ended September 30, 1998, there were no disagreements with Horwath Hong
Kong on any matter of accounting principles or practices, financial
statements disclosure or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Horwath Hong Kong, would have caused such
firm to make reference to the subject matter of the disagreements in
connection with its reports on the Company's financial statements. In
addition, there were no such events as described under Item 304(a)(1)(IV)(B)
of Regulation S-B during the fiscal years ended September 30, 1998 and
September 30,1997 and the subsequent interim periods through November 17,
1999.
The Company has provided Horwath Hong Kong with a copy of the
disclosures contained herein, and has requested that it furnish the Company
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Company in response to Item
304(a) regarding its involvement with the Company as independent accountants
and, if not, stating the respects in which it does not agree. A copy of the
Horwath Hong Kong letter is attached as an exhibit to this Current Report on
Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND RESULTS
c. Exhibits:
EXHIBIT
NUMBER DESCRPITION
16.1 Letter from Horwath Hong Kong addressed to the Securities and
Exchange Commission
3
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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.
Date: November 19, 1999 AGROCAN CORP.
By /s/ Lawrence Hon
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Lawrence Hon
President & Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRPITION
16.1 Letter from Horwath Hong Kong CPA Limited addressed to the
Securities and Exchange Commission
5
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EXHIBIT 16.1
Securities and Exchange Commission
Washington D.C. 20549
Dear Sir/Madam:
We have read Item 4 of Form 8-K of Agrocan Corporation dated November 18,
1999, and agree with the statements made therein.
/s/ Horwath Hong Kong CPA Limited
Hong Kong
November 19, 1999
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