SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
February 17, 2000 (February 10, 2000)
HEALTH & LEISURE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-15807 31-1190725
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(State or other jurisdiction of Commission (IRS Employer
incorporation) File Number) Identification No.)
203 East Broad Street, Columbus, Ohio 43215
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 228-2225
No Change
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(Former name or former address, if changed since last report)
<PAGE>
Item 4 Changes in Registrant's Certifying Accountant
(a) On February 10, 2000, Harmon & Company, CPA, Inc. ("Harmon & Company")
informed the Registrant that it has discontinued its business. As a result, on
February 10, 2000, Harmon & Company resigned as the Registrant's independent
accountants for the fiscal year ended December 31, 1999.
The reports of Harmon & Company on the Registrant's financial statements
for the past two fiscal years ended December 31, 1998 and 1997 contained no
adverse opinion or disclaimer of opinion and were not qualified as to
uncertainty, audit scope or accounting principle. However, the reports of Harmon
& Company on the Registrant's financial statements for the past two fiscal years
ended December 31, 1998 and 1997 each contained an explanatory paragraph
describing conditions related to the Registrant that raised substantial doubt
about the Registrant's ability to continue as a going concern.
In connection with its audits for the two most recent fiscal years and
through February 14, 2000, there were no disagreements with Harmon & Company on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Harmon & Company, would have caused Harmon & Company to make
reference to the disagreements in its report on the financial statements for
such years.
During the two most recent fiscal years and through February 14, 2000, no
reportable events under Item 304(a)(1)(v) of Regulation S-K occurred.
Specifically, Harmon & Company:
(A) has not advised the Registrant that the internal controls necessary for
the Registrant to develop reliable financial statements do not exist;
(B) has not advised the Registrant that information has come to its
attention that has led it to no longer be able to rely on management's
representations or that has made it unwilling to be associated with the
financial statements prepared by management;
(C) has not advised the Registrant of the need to expand significantly the
scope of its audit or that information has come to its attention (during the
Registrant's two most recent fiscal years and through February 14, 2000) that,
if further investigated, may materially impact the fairness or reliability of
either a previously issued audit report or the underlying financial statements
or the financial statements issued or to be issued covering the fiscal period or
periods subsequent to the date of the most recent financial statements covered
by an audit report (including information that may prevent it from rendering an
unqualified audit report on those financial statements) or cause it to be
unwilling to rely on management's representations or be associated with the
Registrant's financial statements, and has not advised the Registrant that, due
to its resignation or for any other reason, it did not expand the scope of its
audit or conduct such further investigation; and
(D) has not advised the Registrant that information has come to its
attention that, it has concluded, materially impacts the fairness or reliability
of either a previously issued audit report or the underlying financial
statements or the financial statements issued or to be issued covering the
fiscal period or periods subsequent to the date of the most recent financial
statements covered by an audit report (including information that, unless
resolved to its satisfaction, would prevent it from rendering an unqualified
audit report on those financial statements) and, due to resignation or for any
other reason, the issue has not been resolved to its satisfaction.
<PAGE>
Item 7 Financial Statements and Exhibits
(c) The following documents related to the resignation of the Registrant's
independent accountants are being filed as an exhibit to this Form 8-K:
Exhibit
No. Description of Exhibit
16(a) Letter dated February 10, 2000 from Harmon & Company to the
Registrant resigning as the Registrant's independent accountant.
16(b) Letter dated February 17, 2000 from the Registrant requesting
Harmon & Company to provide the Registrant with a letter addressed
to the Securities and Exchange Commission stating whether
Harmon & Company agrees with the statements made by the Registrant
in response to Item 304(a) of Regulation S-K.
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.
HEALTH & LEISURE, INC.
Date: February 17, 2000 By /s/ Robert M. Feldman
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Robert M. Feldman
President and Director
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
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16(a) Letter dated February 10, 2000 from Harmon & Company
to the Registrant resigning as the Registrant's independent
accountant.
16(b) Letter dated February 17, 2000 from the Registrant requesting
Harmon & Company to provide the Registrant with a letter addressed
to the Securities and Exchange Commission stating whether
Harmon & Company agrees with the statements made by the Registrant
in response to Item 304(a) of Regulation S-K.
<PAGE>
Exhibit 16(a)
Harmon & Company, CPA, Inc.
6089 Frantz Road, Suite 103
Dublin, Ohio 43017
(614) 792-9833
February 10, 2000
Mr. Bob Feldman
Health & Leisure, Inc.
203 East Broad Street
Columbus, Ohio 43215
Dear Mr. Feldman:
Please be advised that Harmon & Company, CPA, Inc. has decided to
discontinue its business and therefore resigns as independent auditors for
Health & Leisure, Inc. We apologize for any inconvenience this may have caused
you. We have enjoyed working with you in the past and wish you every success.
Sincerely,
HARMON & COMPANY, CPA, INC.
/s/ Nicola R. Harmon
Nicola R. Harmon, CPA
President
cc: Bob Rupp
<PAGE>
Exhibit 16(b)
Health & Leisure, Inc.
203 East Broad Street
Columbus, Ohio 43215
(614) 228-2225
February 17, 2000
VIA FACSIMILE (614-792-9834)
Nicola R. Harmon, CPA
Harmon & Company, CPA, Inc.
6089 Frantz Road, Suite 103
Dublin, Ohio 43017
Subject: Form 8-K Filing
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Dear Ms. Harmon:
Enclosed is a copy of a current report on Form 8-K filed by Health &
Leisure, Inc. on February 17, 2000, with the Securities and Exchange Commission.
As you know, this report was required to be filed with the SEC as a result of
your resignation on February 10, 2000 as our independent accountants.
Please review the disclosures made by us in response to Item 304(a) of
Regulation S-K and provide us with a letter addressed to the Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-1004,
stating whether you agree with the statements made by us in response to Item
304(a) of Regulation S-K and, if not, the respects in which you do not agree.
Please provide us with the foregoing letter as promptly as possible. We
must file a copy of the letter with the SEC on or before March 2, 2000.
Very truly yours,
HEALTH & LEISURE, INC.
/s/ Robert M. Feldman
Robert M. Feldman
President and Director
