ROYAL BODYCARE INC/NV
8-K, 2001-01-05
MISCELLANEOUS NONDURABLE GOODS
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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):

                                December 15, 2000

                                   ----------


                              ROYAL BODYCARE, INC.
               (Exact name of registrant as specified in charter)



                                     NEVADA
                          (State or Other Jurisdiction
                                of Incorporation)

  33-20323                                                      91-2015186
(Commission                                                   (IRS Employer
File Number)                                                Identification No.)


                                2301 CROWN COURT
                                IRVING, TX 75083
               (Address of Principal Executive Offices)(Zip Code)


                                 (972) 893-4000
                             (Registrant's telephone
                          number, including area code)


================================================================================


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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

        (a)(1) Previous independent accountants

               (i)     On December 15, 2000, the Registrant dismissed Swalm,
                       Thomas & Associates, PLLC as its independent
                       accountants.

                (ii)   The reports of Swalm, Thomas & Associates, PLLC on the
                       Registrant's financial statements for the past two
                       fiscal years contained no adverse opinion or disclaimer
                       of opinion and were not qualified or modified as to
                       uncertainty, audit scope or accounting principle, except
                       for explanatory paragraphs with respect to a going
                       concern uncertainty.

                (iii)  The Registrant's Board of Directors participated in and
                       approved the decision to change independent accountants.

                (iv)   In connection with its audits for the Registrant's two
                       most recent fiscal years and through December 15, 2000,
                       there have been no disagreements with Swalm, Thomas &
                       Associates, PLLC on any matter of accounting principles
                       or practices, financial statement disclosure, or
                       auditing scope or procedure which, if not resolved to
                       the satisfaction of Swalm, Thomas & Associates, PLLC
                       would have caused Swalm, Thomas & Associates, PLLC to
                       make reference thereto in their reports on the
                       Registrant's financial statements for such years and/or
                       interim periods.

                (v)    The Registrant has requested that Swalm, Thomas &
                       Associates, PLLC furnish it with a letter addressed to
                       the Securities and Exchange Commission stating whether
                       or not it agrees with the above statement. A copy of
                       such letter, dated January 5, 2001, is filed as Exhibit
                       16.1 herewith.

        (a)(2)  New independent accountants

                (i)    The Registrant engaged Grant Thornton LLP as its new
                       independent accountants as of December 15, 2000. During
                       the Registrant's two most recent fiscal years and
                       through December 15, 2000, no consultations have
                       occurred between the Registrant and Grant Thornton LLP
                       which concerned the subject matter of a disagreement
                       with Swalm, Thomas & Associates, PLLC. As of December
                       15, 2000, Grant Thornton LLP has not rendered any oral
                       advice or written report to the Registrant on the
                       application of accounting principals to a specific
                       transaction or the type of audit opinion that might be
                       rendered on the Registrant's financial statements.


                                      -2-
<PAGE>   3

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits.
<TABLE>
<CAPTION>

                                                              Sequential Page Number
                                                              ----------------------
<S>                                                           <C>
      (16)  Letter Regarding Change in Certifying Accountant

           16.1  Letter to Swalm, Thomas & Associates, PLLC              5
</TABLE>


                                      -3-

<PAGE>   4

                                   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.


                                          ROYAL BODYCARE, INC.



DATE:  January 5, 2001                    BY: /s/ Steve Brown
                                             ----------------------------------
                                             Steve Brown
                                             Chief Financial Officer

<PAGE>   5

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
  NO.          DESCRIPTION
-------        -----------
<S>            <C>
 16.1          Letter to Swalm, Thomas & Associates, PLLC
</TABLE>


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