UNITED STATES
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) January 19, 2000
ALCHEMY HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
Florida 0-17981 59-1886450
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
3025 N E 188th Street
Aventura, Florida 33180
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(Address of principal executive offices) (Zip Code)
Copy of Communications to:
Mercedes Travis, Esq.
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
(561) 832-5696
Registrant's telephone number, including area code: (305) 932-9230
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Item 4 (a). Changes in Registrant's Certifying Accountant
On January 19, 2000 the Company's accountant's, Callaghan Nawrocki LLP,
notified the Company that they were resigning as its independent auditors. The
stated reasons were that due to the resignation of three of the four members of
the Board of Directors [two of three directors actually resigned], their
simultaneous resignation as Officers [one director who resigned elected to
remain as an officer and one officer who was not a director resigned] and the
withdrawal of corporate counsel, Callaghan Nawrocki LLP preferred not to lend
their credibility to the Company's financial statements.
Callaghan Nawrocki LLP acted as the Company's auditors only for fiscal
year 1998. The financial statements for fiscal 1998 contained a going concern
qualification but such financial statements did not contain any adjustment for
uncertainties stated therein.
In subsequent correspondence with the successor auditors dated February
11, 2000, Callaghan Nawrocki LLP stated that at the time of their resignation
there was no disagreement with the Company relating to accounting principles,
disclosure or audit scope, that their earlier letter set forth the entire basis
for their resignation and confirmed their cooperation to ensure a smooth
transition to the new accounting firm. On February 11, 2000, Callaghan Nawrocki
LLP notified the Securities and Exchange Commission ("SEC") that its position as
auditors of the Company has ceased.
The Company, contemporaneous with filing this Form 8K shall provide
Callaghan Nawrocki LLP with a copy of this disclosure and request that it
furnish a letter to the Company, addressed to the SEC, stating that it agrees
with the statements made herein or it provides a letter in which it states in
what respect it disagrees. Upon receipt of such letter, the Company shall file
an amendment to this Form 8K.
Item 4(b). Changes in Registrant's Certifying Accountant.
On February 1, 2000, the Company engaged the firm of Weinberg &
Company, P.A., Town Executive Center, 6100 Glades Road, Suite 314, Boca Raton,
FL 33434 as the Company's independent auditors. Such appointment was accepted by
Craig Barrie, the Company's President and sole director. Prior to such
engagement, the Company had not consulted Weinberg & Company, P.A. on any prior
matters, including any matters relative to the application of accounting
principles or any subject of disagreement with Callaghan Nawrocki LLP
Item 5. Other Events
The Company was unprepared for the mass resignation of two of its three
Directors and the resignation of two of its four officers. In addition, on
January 5, 2000, the Company was advised that Cigarette Racing Team, Inc. had
determined not to proceed with the merger that had been contemplated since late
1997. The remaining Director, Craig Barrie was unaware of any difficulties in
this matter and was largely dependent upon the day to day management of the
Company by Mr. Schild and Ms. Field, both of whom are affiliated with Cigarette
Racing Team, Inc.
Ms. Field notified the Company of her resignation on December 23, 1999.
She was the Company's Chief Financial Officer and principally responsible for
the financial affairs of the Company. No reason was given for her resignation.
Mr. Schild resigned as a Director and as the Company's Secretary on December 23,
1999. No reason was given for his resignation. Mr. Lorow resigned as a Director
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on January 13, 2000 for personal reasons, but elected to stay on as the Vice
President of Hawk Marine Power Inc.
The resignations of Ms. Field and Mr. Schild occurred right before the
Company was required to file its Form 10K for the fiscal year ended September
30, 1999. For that reason, the Company filed a Form NT requesting an extension
until early January 2000.
Further, the Company was unprepared for the resignation its auditors.
Such resignation occurred during the extension period for filing on Form 10K.
Since the resignation occurred at the beginning of tax season, it took the
Company several weeks to establish a satisfactory relationship with a firm and
to engage them as independent auditors. The new auditors are working on the
audit and expect to complete it within the next few weeks.
Lastly, the Company was unprepared for the resignation of its corporate
counsel, Beckman, Millman, Sanders, the firm that had previously acted in
relation to the Company's filings with the SEC. Bechman, Millman, Sanders acted
not only for the Company but acted also for Cigarette Racing Team, Inc. It took
the Company several weeks to establish a satisfactory relationship with a firm
and to engage them as securities counsel.
Currently the Company is delinquent in this filing and also is
delinquent in filing its Form 10Q for the quarter ended December 31, 1999 which
was due February 14, 2000. The Company is doing everything in its power to file
both reports as quickly as possible.
Item 6. Resignation of Registrant's Directors
On December 23, 1999, Adam Schild tendered his resignation as Secretary
and as a Director of the Company. No reason was given for his resignation in the
letter he tendered to the Company. Mr. Schild is employed by Cigarette Racing
Team, Inc. that has advised the Company that it does not intend to proceed with
its announced merger with the Company.
On January 13, 2000, Barton (Bud) Lorow tendered his resignation as a
Director of the Company due to personal reasons. He remained as Vice President
of Hawk Marine Power Inc., the Company's subsidiary, and continues to manage
daily operations.
In the case of both resignations, the Company is unaware of any
disagreement any of them have with the Company on any matter relating to the
Company's operations, policies or practices, nor have any of these former
directors provided a letter outlining any such disagreements.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16.1 * Letter on change of certifying accountant pursuant to Regulation SK
Section 304(a)(3)
17.1 * Letter of Resignation from Adam Schild dated December 23, 1999.
17.2 * Letter of Resignation from Barton (Bud) Lorow dated January 13, 2000.
(* Filed herewith)
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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 thereunto duly authorized.
ALCHEMY HOLDING INC.
Date: February 24, 2000 By: /s/ Craig Barrie
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Craig Barrie, President
EXHIBIT 16.1
ALCHEMY HOLDINGS INC.
d/b/a Hawk Marine Power, Inc.
3025 N E 188th Street
Aventura, Florida 33180
February 24, 2000
Callaghan Nawrocki LLP
225 Broad Hollow Road
Melville, New York 11747
Attn: Michael E. Nawrocki
Re: Letter on change of certifying accountant pursuant to Regulation SK,
Section 304(a)(3)
Dear Mr. Nawrocki:
We have received a copy of your resignation letter dated January 19,
2000, your letter to Weinberg & Company, P.A. dated February 11, 2000 and a copy
of your letter dated February 11, 2000 to the Securities and Exchange Commission
("SEC") notifying them that your firm has ceased to act for this Company.
Enclosed is a copy of the Form 8K which will be filed this day with the
SEC. Pursuant to Regulation SK, Section 304(a)(3) we herewith request that your
firm furnish us with a letter, addressed to the SEC, stating whether your firm
agrees with the statements made in the disclosure set out as Item 4(a) in the
Form 8K and, if not, stating the respects in which your firm does not agree.
Please provide this letter as promptly as possible so that we can file
the letter with the SEC within ten (10) business days from today.
Your firm may provide us with an interim letter highlighting specific
areas of concern and indicating a subsequent, more detailed letter will be
forthcoming within the ten (10) business days noted above.
We look forward to your timely response to this request.
Very truly yours,
/s/ Craig Barrie
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Craig Barrie, President
EXHIBIT 17.1
CIGARETTE RACING TEAM, INC.
3131 N.E. 188TH STREET, AVENTURA, FL 33180 * (305)935-0276 * FAX (305)933-4309
December 23, 1999
Craig Barrie, President
Alchemy Holding Inc.
3025 N.E. 188th Street
Miami, FL 33180
Re: Alchemy Holding Inc.
Dear Craig:
I hereby tender my resignation as Secretary and Director, effective immediately.
I trust that any filings that need to be made as a result of my resignation will
be handled by the Company
Sincerely,
/s/ Adam Schild
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Adam Schild
cc: William Rosenstadt Leonard H. Bloom
Beckman, Millman, Sanders Broad and Cassel
NY, (212) 406-4700 Miami, (305) 373-9446
EXHIBIT 17.2
Alchemy Holdings Inc.
d/b/a Hawk Marine Power, Inc.
January 13, 2000
Craig Barrie
Alchemy Holding Inc.
3025 N.E. 188th Street
Aventura, FL 33180
Dear Craig:
Effective today I am resigning as a director of Alchemy Holdings. Due
to personal reasons I do not believe that I should hold this position any
longer. I will remain as a Vice President of Hawk Marine and continue to manage
daily operations.
Sincerely,
/s/ Barton (Bud) Lorow
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Barton (Bud) Lorow
