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SENIOR CARE INDUSTRIES INC - 8-K REPORT DATE FILED: 5/8/2000
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8 - K
REPORT
AMENDMENT NO. 1
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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SENIOR CARE INDUSTRIES INC - 8-K REPORT DATE FILED: 5/8/2000
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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.
2
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SENIOR CARE INDUSTRIES INC - 8-K REPORT DATE FILED: 5/8/2000
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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
3
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SENIOR CARE INDUSTRIES INC - 8-K REPORT DATE FILED: 5/8/2000
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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
On August 1, 2000, the Company engaged the auditing firm of Mendoza and Berger,
CPA"s, 25200 La Paz Road, Suite 111, Laguna Hills, CA 92653, telephone (949)
598-8105 as its auditor for the special purpose of auditing the first quarter of
2000 which is a special requirement made upon the Company by the American Stock
Exchange as a part of the Company's application to become listed on that
exchange. The reason for the selection of Mendoza & Berger to perform this audit
rather than the audit being performed by the Company's regular auditor, John
Spurgeon, CPA, 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 a stub audit for the first
quarter of the year 2000 would be required in lieu of a complete reaudit of the
year 1999 since the review by Corbin & Wertz was not deemed sufficient. 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.
The engagement of Mendoza & Berger for the purpose of performing the audit of
the first quarter of 2000, was recommended and approved by the Board of
Directors after considering all of the information set forth hereinabove.
It should be stressed here that John Spurgeon will continue as the Company's
primary auditor once the special audit of the first quarter of 2000 is completed
by Mendoza & Berger. This action is at variance with the 8-K Report filed by the
Company previously on August 8, 2000.
This amendment to that Report filed on August 8, 2000 is to clarify any
misunderstanding which may have resulted from that Report.
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The Company is unaware of any disagreement between John Spurgeon, Mendoza &
Berger and/or Corbin & Wertz in connection with any audit which was performed by
John Spurgeon for any of the prior two fiscal years and/or any subsequent period
preceding the date when Mendoza & Berger were engaged and there are no
disagreement with any former accountant on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.
James E. Slayton, the Company's auditor through the early part of 1999 made the
following qualification in his Auditor's Report which was attached to the
original Registration Statement filed by the Company on Form 10SB as a
developmental stage company filed on December 23, 1999 and covering the audit
period from date of inception through April 30, 1999:
"The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. as discussed in Note 3 to the financial
statements, the Company has had limited operations and has not established a
long term source of revenue. The Company has had operating losses in its
previous operating periods. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty."
John Spurgeon, CPA, who audited the Company's business through December 31, 1999
and whose restated audit was reviewed by Corbin & Wertz, and filed by the
Company on Form 10KSB on June 27, 2000, contains no adverse opinion or
disclaimer of opinion nor was it qualified or modified as to uncertainty, audit
scope or accounting principles.
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.
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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SENIOR CARE INDUSTRIES INC - 8-K REPORT DATE FILED: 5/8/2000
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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: October 12, 2000
/S/ Stephen Reeder
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Stephen Reeder
Chief Executive Officer & Director
