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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): August 7, 2000
BIOGAN INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-23489 58-1832055
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
7213 POTOMAC DRIVE
BOISE, IDAHO 83704
(Address of Principal Executive Offices)
(208) 376-8500
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 7, 2000, George Brenner, C.P.A. resigned as the independent
accountant of Biogan International, Inc., a Delaware corporation (the
"Company"). Mr. Brenner's reports on the Company's financial statements for the
past two years contained no adverse opinion and no disclaimer of opinion, nor
were such reports qualified or modified as to uncertainty, audit scope or
accounting principles, except that the reports of Mr. Brenner dated May 13, 1999
and March 10, 2000 appearing in the Company's Annual Report on Form 10-KSB for
the years ended December 31, 1998 and 1999, respectively, included an
explanatory paragraph regarding substantial doubt about the Company's ability to
continue as a going concern. The Company's decision to accept the resignation of
Mr. Brenner was approved by the Company's Board of Directors. The Company's
Board of Directors also approved the engagement of Bersch Accounting as
independent accountants for the Company and to advise the Company on accounting
matters, effective as of August 7, 2000. Prior to the appointment of Bersch
Accounting, the Company had not consulted with Bersch Accounting regarding the
application of accounting principles to a specified transaction or the type of
audit opinion that might be rendered on the Company's financial statements.
In the Company's two most recent fiscal years and subsequent interim
period preceding the resignation of George Brenner, there were no disagreements
with Mr. Brenner on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Mr. Brenner, would have caused Mr. Brenner to
make reference to the subject matter of the disagreement in connection with his
reports.
The Company is furnishing herewith a letter addressed to the Securities
and Exchange Commission from George Brenner pursuant to Item 304(a)(3) of
Regulation S-B, which letter is attached hereto as Exhibit 1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired. Not applicable.
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(b) Pro Forma Financial Information. Not applicable.
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(c) Exhibits.
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1. Letter from George Brenner pursuant to Item 304(a)(3) of
Regulation S-B.
2
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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.
BIOGAN INTERNATIONAL, INC.
Date: August 8, 2000 By: /s/ Gilles LaVerdiere
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Gilles LaVerdiere, Chief Executive
Officer and President
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INDEX TO EXHIBITS
TO CURRENT REPORT ON FORM 8-K
Sequentially
Numbered
Exhibit No. Description Page
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1 Letter from George Brenner pursuant to Item 304(a)(3) 5
of Regulation S-B
