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) May 3, 1999
ProCare Industries, Ltd.
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(Exact name of registrant as specified in its charter)
Colorado 0-13066 84-0932231
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1960 White Birch Drive, Vista, California 92083
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (760) 599-8559
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a)(1)(i) By letter dated May 3, 1999, the Registrant's certifying
accountant, Harlan & Boettger, LLP, announced that it was resigning as
accountants for the Registrant effective May 3, 1999.
(ii) The Independent Auditors' Reports on the financial statements of the
Registrant for each of the past two fiscal years each raised substantial doubt
about the Registrant's ability to be a going concern and each report indicated
that the financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
(iii) Neither the Board of Directors of the Registrant nor any audit or
similar committee of the Board of Directors recommended or sought or approved
the decision of the accountants to resign.
(iv)(A) The Registrant had no disagreements with the former accountants on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the former
accountant's satisfaction, would have caused it to make reference to the subject
matter of the disagreement in connection with its report.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed as a part of this report.
(c) Exhibits.
Exhibit 16 Letter on resignation of certifying accountant dated May
10, 1999.
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: May 10, 1999
PROCARE INDUSTRIES, LTD.
By /s/ Robert W. Marsik
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Robert W. Marsik, President
2
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Exhibit Description Page No.
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16 Letter on resignation of certifying accountant dated
May 10, 1999. 4
3
Harlan & Boettger, LLP
Certified Public Accountants
James C. Harlan III
William C. Boettger
P. Robert Wilkinson
Marshall J. Varano
May 10, 1999
Office of Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC 20549
Gentleman:
We were the previous principal accountants for Procare Industries, Ltd.
(Registrant). On March 4, 1999, we reported on the financial statements of
Procare Industries, Ltd. as of and for the years ended December 31, 1998 and
1997.
On May 3, 1999, we notified Robert W. Marsik, President that we would no longer
be serving as Procare Industries, Ltd.'s principal accountant. There have been
no disagreements concerning accounting principals or disclosures. We have read
item 4 of the Registrant's Form 8-K and agree with the content.
Very truly yours,
/s/ Harlan & Boettger, LLP
Harlan & Boettger, LLP
H&B/njs
cc: Robert W. Marsik
5415 Oberlin Drive o San Diego, California 92121
Telephone (619) 535~2000 o Facsimile (619) 535-2015
