UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 10, 1996
HEART LABS OF AMERICA, INC.
(Exact name of registrant as specified in its Charter)
FLORIDA 0-20356 65-0158479
(State or other jurisdiction (Commission file no.) (IRS Employer Id
of incorporation) Number)
1903 S. CONGRESS AVENUE, SUITE 400, BOYNTON BEACH, FLORIDA 33426
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code 561-737-2227
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 10, 1996, McGladrey and Pullen, LLP ("McGladrey") resigned as
the Company's independent auditor and advised the Company that it lacked the
internal controls necessary for the development of reliable financial statements
and that McGladrey was no longer willing to rely on management's
representations.
McGladrey based this statement on the fact that there was a material
weakness in the internal control structure of the Company relating to the
documentation of agreements and decisions made by the Board of Directors and
that written documentation that had been furnished to it during the course of
the audit had been subsequently modified and that some events had occurred that
had not been documented at all. Due to the modifications and new information
provided by management, McGladrey was required to reevaluate the accounting for
a significant transaction. This transaction could have materially impacted the
fairness or reliability of the financial statements. McGladrey was also required
to extend the scope of their audit from the original date field work ended of
April 5, 1996 to such date as they would have substantially reviewed and
evaluated all significant audit issues. This also required them to extend their
subsequent event audit procedures to the new audit date and required an updated
response to legal confirmations.
Despite the Company's best efforts to furnish additional information
that would allow McGladrey to resolve the inconsistencies and complete the
audit, McGladrey was not able to reconcile the evidential matter obtained during
the course of their audit with management's representations concerning certain
events and transactions and the manner in which those events and transactions
had been reflected in the Company's financial statements.
The Company does not agree with McGladrey's findings or the reasons for
its resignation.
During the 1995 audit, there were no disagreements between the
Registrant and McGladrey on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of McGladrey and Pullen, LLP,
would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports.
Since McGladrey and Pullen, LLP was retained in February 1996 and never
completed an audit for the Company, they did not issue any reports on the
financial statements for either of the past two years and therefore no report
contained an adverse opinion or disclaimer of opinion, or was modified as to
uncertainty, audit scope, or accounting principles.
The Registrant has requested McGladrey and Pullen, LLP to provide the
Registrant with a letter addressed to the Commission stating whether it agrees
with the statements made by the Company in response to Item 304 (a) of
Regulation S-K. A copy of that letter, dated June 20, 1996, is filed as
Exhibit 1 to this Form 8-K/A.
On June 13, 1996, the Registrant engaged the services of Grant-Schwartz
Associates, CPA's. The Registrant has authorized McGladrey and Pullen, LLP to
fully to respond to any and all inquiries of the successor accountant.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Heart Labs of America, Inc.
By: /s/ DAWN M. DRELLA
Dawn M. Drella
June 18, 1996 Chief Financial Officer
