PRE CELL SOLUTIONS INC/
8-K, 2000-07-19
OIL & GAS FIELD EXPLORATION SERVICES
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                       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) July 14, 2000


                            PRE-CELL SOLUTIONS, INC.
                        --------------------------------
               (Exact Name of Registrant as Specified in Charter)




        Colorado                         0-14978                 84-0751916
----------------------------    ------------------------    --------------------
(State or Other Jurisdiction    (Commission File Number)      (IRS Employer
of Incorporation)                                           Identification  No.)


385 East Drive, Melbourne, Florida                                 32904
----------------------------------                               -------
(Address of Principal Executive Offices)                        (Zip Code)


Registrant's telephone number, including area code    (321) 308-2900


<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant.

         (a) Vestal & Wiler served as the independent auditors of the Registrant
for the fiscal years ended April 30, 1997,  1998 and 1999.  On July 14, 2000 the
Registrant  dismissed  Vestal & Wiler  because it was  determined  that the best
interests of the Registrant  would be served by retaining BDO Seidman,  LLP. The
decision to change auditors was approved by the Registrant's Board of Directors.
There have been no  disagreements  between the  Registrant and Vestal & Wiler on
any  matters  of  accounting   principles  or  practices,   financial  statement
disclosure or auditing scope or procedures.

         (b) BDO Seidman, LLP. has been engaged by the Registrant as of July 14,
2000 as its principal  independent auditors and began serving as the independent
auditors of the Registrant for the fiscal year ending April 30, 2000.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

          (c)     Exhibits.

         16.2     Letter from Vestal & Wiler

                                    SIGNATURE

         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:    July 19, 2000

                                          PRE-CELL SOLUTIONS, INC.



                                          By: /s/ Harry Christenson
                                              ----------------------------------
                                              Harry Christenson, Chief Financial
                                              Officer (and Principal Accounting
                                              Officer)

                                       2


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