FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act 1934
Date of Report (Date of earliest event reported):
September 8, 1999
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WINDSOR CAPITAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 33-26828 58-1921737
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) No.)
7200 W. Camino Real, Suite 302
Boca Raton, Florida 33433
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(Address of principal executive offices) (Zip Code)
(561) 417-8364
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(Registrant's telephone number including area code)
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On September 8, 1999, PricewaterhouseCoopers LLP resigned as the
independent accountants of the Registrant. The resignation resulted from a
mutual agreement between PricewaterhouseCoopers LLP and the Registrant. The
Registrant has not yet engaged a new independent accountant.
The report of PricewaterhouseCoopers LLP on the Registrant's financial
statements for the year ended January 31, 1999 was modified due to substantial
doubt about the Registrant's ability to continue as a going concern. The report
of PricewaterhouseCoopers LLP on the Registrant's financial statements for the
year ended January 31, 1998 contained no adverse opinion nor a disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
In connection with the audits of the Registrant's financial statements
for the two most recent fiscal years and through September 8, 1999, there have
been no disagreements with PricewaterhouseCoopers LLP on any matters of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference thereto in
their report on the Registrant's financial statements for such years.
The Registrant has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. A copy of such letter, dated
September 13, 1999, is filed as Exhibit 16 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibits:
16 Letter dated September 13, 1999, from PricewaterhouseCoopers LLP
with respect to certain statements regarding the resignation of such
firm as the Registrant's independent accountants.
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.
Windsor Capital Corp.
September 8, 1999 By: /s/ Karl E. Duell
Karl E. Duell
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
16 Letter dated September 13, 1999, from
PricewaterhouseCoopers LLP with respect to certain
statements regarding the resignation of such firm as the
Registrant's independent accountants.
EXHIBIT 16
September 13, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Windsor Capital Corp. (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report dated September 8, 1999. We agree with
the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On September 8, 1999, PricewaterhouseCoopers LLP resigned as the
independent accountants of the Registrant. The resignation resulted from a
mutual agreement between PricewaterhouseCoopers LLP and the Registrant. The
Registrant has not yet engaged a new independent accountant.
The report of PricewaterhouseCoopers LLP on the Registrant's financial
statements for the year ended January 31, 1999 was modified due to substantial
doubt about the Registrant's ability to continue as a going concern. The report
of PricewaterhouseCoopers LLP on the Registrant's financial statements for the
year ended January 31, 1998 contained no adverse opinion nor a disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
In connection with the audits of the Registrant's financial statements
for the two most recent fiscal years and through September 8, 1999, there have
been no disagreements with PricewaterhouseCoopers LLP on any matters of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference thereto in
their report on the Registrant's financial statements for such years.
The Registrant has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. A copy of such letter, dated
September 13, 1999, is filed as Exhibit 16 to this Form 8-K.
