UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
AMENDMENT NO. 1
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 28, 2000.
Wade Cook Financial Corporation
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(Exact name of registrant as specified in its charter)
Nevada 000-29342 81-1772094
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
14675 Interurban Ave South, Seattle, WA 98168-4664
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 901-3051
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
On November 28, 2000, Wade Cook Financial Corporation (the "Company"), as
approved by the Board of Directors, engaged Vasquez & Company LLP as its
principal accountant and independent auditors for the fiscal year ending 2000,
and simultaneously dismissed Miller and Co. LLP as its principal accountant and
auditors.
The reports of Miller and Co. LLP for the past two fiscal years do not
contain an adverse opinion or a disclaimer of opinion and are not qualified as
to audit scope or accounting principal. However, Miller and Co. LLP included
within its report on the Company's financial statements for the fiscal year
ended December 31, 1999 a paragraph stating that the Company suffered a
significant operating loss from operations and continued to have a working
capital deficit which raised substantial doubt about the Company's ability to
continue as a going concern. See the Company's report on Form 10-K for the
period ended December 31, 1999 for Miller and Co. LLP's complete report.
During the Company's two most recent fiscal years and the interim period
since that date, there have been no disagreements with Miller and Co. LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope and procedure which, if not resolved to the satisfaction of
Miller and Co. LLP would have caused Miller and Co. LLP to make reference to the
matter in their report. Further, there were no reportable events as the term is
described in Item 304(a) (1) (iv) of Regulation S-X, or any reportable event, as
the term is defined in Item 304 (a) (1) (v) of Regulation S-K.
The Company has requested Miller and Co. LLP to furnish it a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of the letter, dated December 1, 2000, is
filed as Exhibit 16.1 to this Form 8-K.
During the two most recent fiscal years and any subsequent interim period,
the Company has not consulted Miller and Co. LLP regarding any matter requiring
disclosure in this Form 8-K.
Item 5. Other Events.
Not applicable.
Item 6. Resignations of Registrant's Directors.
Not applicable.
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Item 7. Financial Statements and Exhibits.
Exhibit
Number Description
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16.1 Letter, dated December 1, 2000 from former certifying accountant
Miller and Co. LLP
Item 8. Changes in Fiscal Year.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Wade Cook Financial Corporation
By: /s/ Cynthia Britten
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Name: Cynthia Britten
Title: Chief Financial Officer
Date: December 1, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter, dated December 1, 2000 from former certifying accountant
Miller and Co. LLP
