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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) September 15, 1998
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Biozhem Cosmeceuticals, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Texas
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(State or Other Jurisdiction of Incorporation)
1-14725 76-0118305
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(Commission File Number) (I.R.S. Employer Identification No.)
32240 Paseo Adelanto Suite A San Juan Capistrano, CA. 92675
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(Address of Principal Executive Officers) (Zip Code)
(949) 488-2184
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(Registrant's Telephone Number, Including Area Code)
Entourage International, Inc.
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(Former Name or Former Address, if Changed Since Last Reported)
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
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On September 15, 1998, Biozhem Cosmeceuticals, Inc. ( the "Company" )
received the written resignation of Ernst & Young LLP ( "E&Y" ) as the Company's
independent auditors. E&Y has informed the Company that due to the Company's
current size, which it is not consistent with E&Y's client base, it is not
economically feasible for them to continue the independent auditor relationship.
In connection with the audits of the two most recent fiscal years
ended September 30, 1996 and September 30, 1997 and through the subsequent
period ended September 15, 1998, there were no disagreements with E&Y on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement.
E&Y's auditors' report on the consolidated financial statements of
Entourage International, Inc. as of and for the years ended September 30, 1996
and 1997, contained a separate paragraph stating that "the Company's recurring
operating losses and working capital and stockholders' equity deficiencies raise
substantial doubt about its ability to continue as a going concern. Management's
plans as to these matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty." This was the only modification matter in E&Y's reports for the
last two fiscal years.
As of October 30,1998, the Company engaged the firm of Corbin & Wertz
as the Company's independent auditors.
During the two most recent fiscal years ended September 30, 1997 and
through the subsequent period ended October 30, 1998, the Company has not
consulted with Corbin & Wertz regarding the application of an accounting
principle or the type of audit opinion that might be rendered. Corbin & Wertz
has had the opportunity to review the disclosure herein and has indicated that
they are in agreement with such information.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) not applicable
(b) not applicable
(c) Exhibit:
(1) Letter from E&Y to the Securities and Exchange
Commission dated September 15, 1998.
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September 15, 1998
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8K/A dated September 15, 1998 of Biozhem
Cosmeceuticals, Inc. formerly Entourage International, Inc. and are in agreement
with the statements contained therein.
Very truly yours,
/s/ Ernst & Young LLP
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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.
BIOZHEM COSMECEUTICALS, INC.
Date: November 9, 1998 By: /s/ John C. Riemann
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John C. Riemann, President
