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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8 - K
REPORT
SENIOR CARE INDUSTRIES, INC.
Nevada 68-0221599
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
410 Broadway, 2nd Floor, Laguna Beach, CA 92651
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
(949) 376-3125 (949) 376-9117 FAX
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(ISSUER'S TELEPHONE NUMBER)
SECURITIES REGISTERED UNDER SECTION 12 (b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
REGISTERED
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SECURITIES REGISTERED UNDER SECTION 12 (g) OF THE ACT:
Common Stock - .001 Par Value
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(TITLE OF CLASS)
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FORWARD LOOKING STATEMENTS
Senior Care Industries, Inc., ("Senior Care Industries, Inc.," or the "Company")
cautions readers that certain important factors may affect the Company's actual
results and could cause such results to differ materially from any
forward-looking statements that may be deemed to have been made in this Form 8-K
or that are otherwise made by or on behalf of the Company. For this purpose, any
statements contained in the Form 8-K that are not statements of historical fact
may be deemed to be forward-looking statements. Without limiting the generality
of the foregoing, words such as "may," "expect," "believe," "anticipate,"
"intend," "could," "estimate," "plans," or "continue" or the negative or other
variations thereof or comparable terminology are intended to identify
forward-looking statements. Factors that may affect the Company's results
include, but are not limited to, the Company's limited operating history, its
ability to produce additional products and services, its dependence on a limited
number of customers and key personnel, its possible need for additional
financing, its dependence on certain industries, and competition from its
competitors. With respect to any forward-looking statements contained herein,
the Company believes that it is subject to a number of risk factors, including:
the Company's ability to implement its product strategies to develop its
business in emerging markets; competitive actions; and, general economic and
business conditions. Any forward-looking statements in this report should be
evaluated in light of these important risk factors. The Company is also subject
to other risks detailed herein or set forth from time to time in the Company's
filings with the Securities and Exchange Commission.
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TABLE OF CONTENTS
Item 1. Changes in Control of Registrant 4
Item 2. Acquisition or Disposition of Assets 4
Item 3. Bankruptcy or Receivership 4
Item 4. Changes in Registrant's Certifying Accountant 4
Item 5. Other Events 5
Item 6. Resignation of Registant's Directors 5
Item 7. Financial Statements and Exhibits 5
Item 8. Change in Fiscal Year 5
Item 9. Change in Security Ratings 5
Signatures 6
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Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
Not Applicable
Item 3. Bankruptcy or receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
The Company changed auditors effective on August 1, 2000 naming Mendoza and
Berger, CPA"s, 25200 La Paz Road, Suite 111, Laguna Hills, CA 92653, telephone
(949) 598-8105 as its auditor to replace John Spurgeon, CPA who had been the
Company's auditor until that date. The reason for the change in auditors is as
follows:
The Company made application with the American Stock Exchange and in connection
with that application, the analyst requested information regarding the status of
the Company's auditor with AICPA as a member of the SEC practice section. The
Company's auditor, John Spurgeon, CPA was admitted to the practice section on
April 3, 2000. However, he had not undergone peer review. Because the work done
to audit the Company's financial statements for the year 1999 was done prior to
the admission to the practice section, it was determined that the audit should
be redone after his admission and that the work should be reviewed by a member
of the practice section who had already undergone peer review since the
Company's auditor, John Spurgeon had not.
For that reason, the Company engaged the firm of Corbin & Wertz to review Mr.
Spurgeon's work for the year 1999 which would be reviewed by Corbin & Wertz,
CPA's who were members of the practice section and had undergone peer review.
However, once the reviewed restated audit for 1999 was filed on an amended
10KSB/A on June 27, 2000, it was determined that either a complete reaudit of
1999 would be required by a member of the SEC Practice Section who had undergone
peer review or, in lieu of that requirement, a stub audit for the first quarter
of the year 2000 would be required. The Company then solicited bids from three
auditing firms, all of whom were members of the SEC Practice Section of the
AICPA. The lowest bid and the firm which the Company believed could complete the
audit most readily was Mendoza & Berger whom the Company then engaged as its
auditor to undertake that work and to become its regular auditor.
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Item 5. Other Events
None
Item 6. Resignation of Registrant's Directors
Kenneth Schultz, who was a director and Vice President of the Company resigned
from both positions effective July 15, 2000, to take a full time position with a
major mortgage banking company in the Mid West United States.
Al Harvey resigned as a director of the Company effective on August 7, 2000 due
to the press of personal business which no longer allowed him to give the
necessary time required of directors of the Company.
Neither of these persons has been replaced to date.
Item 7. Financial Statements and Exhibits
Not Applicable
Item 8. Change in Fiscal Year
Not Applicable
Item 9. Change in Security Rating
Not Applicable
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Senior Care Industries, Inc.
(Registrant)
Dated: August 8, 2000
/S/ Stephen Reeder
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Stephen Reeder
Chief Executive Officer & Director
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