OCTUS INC
8-K, 2000-11-22
PREPACKAGED SOFTWARE
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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) November 20, 2000(April 6, 1999)

                                  OCTuS, INC.
                (Exact name of registrant as specified in its charter)

--------------------------------------------------------------------------------

                                   California
                 (State or other jurisdiction of incorporation)


       0-21092                                        33-0013439
------------------------                  ---------------------------------
(Commission File Number)                  (IRS Employer Identification No.)


600 "B" Street, San Diego, California                               92101
----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:  (619) 446-2107
                                                     --------------

                   P.O. Box 232397, San Diego, CA 92123-2397
          -------------------------------------------------------------
         (Former name or former address, if changed since last report)

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Item 4.  Changes in Registrant's Certifying Accountant
-----------------------------------------

      The Registrant has engaged Logan Throop & Co., LLP, certified public
accountants, 1011 Camino Del Rio South, Suite 500, San Diego, CA 92108 as its
independent accountants for all accounting purposes related to the Registrant's
business operations and the Registrant's reporting requirements.  Logan Throop &
Co., LLP replaces Hollander, Gilbert & Co., Certified Public Accountants, as the
Registrant's principal accountants as of April 6, 1999.  The principal
accountants' report on the financial statements of the Registrant contained no
adverse opinion or a disclaimer of opinion, or was qualified nor modified as to
audit scope, or accounting principles.  The principal accountants' report
included an explanatory paragraph describing an uncertainty regarding the
Company's ability to continue as a going concern.  The engagement of Logan
Throop & Co., LLP was approved by the Board of Directors.

During the Registrant's two most recent fiscal years and any subsequent
interim period preceding such registration, declination, or dismissal, there
were no disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.  There is nothing to report under Item 304 (a) (1) (v) (A) through
(D).

      The registrant has requested Hollander, Gilbert & Co. to furnish the
Registrant with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the statements made by the Registrant above, and
if not, to state the respects in which it does not agree.  The Registrant shall
provide Hollander, Gilbert & Co. with a copy of this Form 8-K no later than the
day this Form 8-K is filed with the Securities and Exchange Commission.  The
Registrant shall file Hollander, Gilbert & Co's letter as an Exhibit in this
Form 8-K.  If Hollander, Gilbert & Co. is unavailable at the time of filing this
8-K, the Registrant will request Hollander, Gilbert & Co. to provide the letter
as promptly as possible so that the Registrant can file the letter with the SEC
within ten (10) business days after the filing of this form 8-K.  (A copy of the
letter from Hollander, Gilbert & Co. will be filed as Exhibit "A" to this Form
8-K)

Item 7.  Exhibits
-----------------------------------------

      Exhibit 99.1
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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 there unto duly authorized.

Dated:  November 20, 2000                                       OCTuS, INC.


                                     /s/  John Belden
                                     -------------------
                                     By:  John C. Belden
                                     Its:   President, C.E.O., C.F.O., Director


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