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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 2000
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OptimumCare Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-17401 33-0218003
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
30011 Ivy Glenn Drive, Suite 219, Laguna Niguel, CA 92677
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 495-1100
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Not Applicable
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(Former name or former address, if changed since last report)
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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 January 17, 2000, the Registrant determined that the firm of Ernst &
Young LLP would be dismissed as the Registrant's principal accountant and would
not be engaged to conduct the audit of the Registrant's financial statements for
the fiscal year ended December 31, 1999.
Ernst & Young LLP's reports on the financial statements of the
Registrant for the past two years did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified as to uncertainty, audit scope,
or accounting principles. In connection with the audits of the Registrant's
financial statements for each of the two years ended December 31, 1998, and in
the subsequent interim period through January 17, 2000, there were no
disagreements between the Registrant and Ernst & Young LLP, on any matter of
accounting principles or practices, financial statement disclosure, or audit
scope or procedures, which, if not resolved to the satisfaction of Ernst & Young
LLP, would have caused Ernst & Young LLP to make a reference to the subject
matter in their report.
The decision to change accountants was not approved by the board of
directors of the Registrant.
On January 17, 2000, the Registrant engaged Lesley, Thomas, Schwartz &
Postma, Inc. as its principal accountant to audit its financial statements for
the year ended December 31, 1999. During the Registrant's two most recent fiscal
years, the Registrant has not consulted with Lesley, Thomas, Schwartz & Postma,
Inc. on the application of accounting principles to a specified transaction or
the type of audit opinion that might be rendered on the Registrant's financial
statements.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits.
16.1 Letter from Ernst & Young LLP to Registrant dated February 14,
2000 concurring in disclosure.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
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.
OptimumCare Corporation
(Registrant)
Date: February 14, 2000 By: /s/ EDWARD A. JOHNSON
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Edward A. Johnson
Chairman of the Board, Chief Executive
Officer and Principal Financial Officer
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EXHIBIT 16.1
[Ernst & Young LLP letterhead]
EXHIBIT 16.1 TO FORM 8-K/A2
February 14, 2000
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K/A2 dated February 14, 2000 of OptimumCare
Corporation and are in agreement with the statements contained in the second
paragraph on page two therein. We have no basis to agree or disagree with the
other statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
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