SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 29, 1998
REGENESIS HOLDINGS, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 1-12350 65-827283
---------------------------- ------------ ------------------
(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification
Number)
444 Brickell Avenue
Suite 400
Miami Florida 33131
--------------------------------------------
(Address of executive offices and zip code)
Registrant's telephone number, including area code: (305) 358-7660
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
(a) (1) Termination of Certifying Accountants
Moore Stephens Lovelace, P.A. submitted their resignation to the Company prior
to their commencement of the December 31, 1998 audit and, accordingly did not
issue a report.
(i) On November 30, 1998, Moore Stephens Lovelace, P.A.,
the Company's Certifying Accountants ("Former Accountants") resigned as the
Registrant's Certifying Accountants.
(ii) During the two most recent fiscal years ending
December 31, 1997, the Moore Stephens Lovelace firm report did not contain an
adverse opinion or a disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope, or accounting principles. However, the report
contained a qualification as to the Company's ability to continue as a going
concern.
(iii) During the two most recent fiscal years through
the date of the resignation of the Former Accountants:
(A) The Former Accountants have not advised
the Registrant that internal controls necessary for the Registrant to develop
reliable financial statements did not exist:
(B) The Former Accountants have not advised
the Registrant that information has come to their attention that has led them to
no longer be able to rely on management's representations or that they were
unwilling to be associated with the financial statements prepared by management.
(C) The Former Accountants have not advised
the Registrant of the need to expand significantly the scope of their audit, or
that information has come to their attention during the Registrant's most recent
fiscal year and any subsequent interim period preceding the termination of their
employment, that, if further investigated, might materially impact the fairness
or reliability of either a previously issued audit report or the underlying
financial statements, or the financial statements issued or to be issued
covering the fiscal periods subsequent to the date of the most recent financial
statements covered by an audit report, including information that might prevent
them from rendering an unqualified audit report on those financial statements,
or cause them to be unwilling to rely on management's representations or be
associated with the Registrant's financial statements.
(D) The Former Accountants have not advised
the Registrant that information has come to their attention that they have
concluded materially impacts the fairness or reliability of either a previously
issued audit report or the underlying financial statements or the financial
statements issued or to be issued covering the fiscal periods subsequent to the
date of the most recent financial statements covered by an audit report
<PAGE>
(including information that, unless resolved to the their satisfaction), would
prevent them from rendering an unqualified audit report on those financial
statements.
(a) (2) Engagement of New Certifying Accountants
On January 29, 1999, the Company engaged the firm of Rachlin Cohen &
Holtz, One SE Third Ave., Tenth Floor, Miami, Florida 33131 (the "New
Accountants") as its new certifying accountants.
The New Accountants were not consulted regarding:
(i) the application of accounting principles to a
specific transaction; or
(ii) the type of audit opinion to be rendered with
regard to the Registrant's financial statements; or any disagreements or
reportable events as such terms are defined in Regulation S-K, Item 304.
(a) (3) The Former Accountants have been provided with a copy of
the disclosures being set forth in the Form 8-K with a request that they furnish
the Registrant a letter addressed to the Commission stating whether they agree
with the statements made by the Registrant in response to Item 304(a) of
Regulation S-K and, if not, stating the respects in which it does not agree.
Annexed hereto as an exhibit is a copy of a letter from the Former Accountants
to the Commission stating that they agree with the statements in the Form 8-K
concerning their firm.
(a) (5) The New Accountants have also been furnished with a copy
of the disclosures being set forth in the Form 8-K with a request that they
furnish the Registrant a letter addressed to the Commission stating whether they
agree with the statements made by the Registrant with regard to them. Annexed
hereto as an Exhibit is a copy of a letter from the New Accountants to the
Commission stating that they agree with the Statements on the Form 8-K
concerning their Firm.
Item 5. Other Events.
On January 20, 1999, the Board of Directors appointed Russell B. Adler,
Esq., to the Board. Mr. Sandler resigned as Chairman, but will remain as a
director and President. Mr. Adler was then elected as Chairman.
Since 1986 Mr. Adler has been a solo practitioner in Dade and Broward
County where he specializes in corporate and business law. Mr. Adler was
president of Air & Waterworks, Inc. (1984-87), vice president of operations for
Silicon Group, Inc., a semiconductor and computer software development company
(1993-1995) and president of Strategic Holdings Corp. (1996-97). Prior to Mr.
Adler assuming his board position, he has been a consultant and counsel
<PAGE>
to the Chairman of J.W. Gant (NASD broker dealer 1987-90) and Equity Management
Partners, Inc. (1996-98) Mr. Adler is a member of the Florida Bar and American
Bar Association. He received a BA in Business and Sociology from William Penn
College, in 1982 and a Juris Doctor from Nova Southeastern University School of
Law in 1986.
On January 24, 1999, the Board of Directors appointed Melissa K. Taylor
to the Board. Further, Mrs. Taylor was appointed Secretary and Treasurer of the
Company.
Mrs. Taylor is the founder and President of MKT Communications Corp., a
telemarketing and software development company. (1998-99) Ms. Taylor received BS
in Business from Averett College in 1997. Prior to college Ms. Taylor spent
numerous years in the banking and telecommunications industries.
Mrs. Taylor is the founder and President of MKT Communications Corp., a
telemarketing and software development company. (1998-99). Prior to her starting
MKT, Mrs. Taylor was employed a consultant and financial advisor to Able Telcom
(Nasdq: ABTE) and was instrumental in growing Able to a half a billion dollar
revenue company in ten years. Mrs. Taylor is an accomplished professional in
Telcom build-outs and other electronic data and software development.
On January 19, 1999, the Company entered into a Letter of Intent with
auctionZplus.com, Inc., a Texas corporation, to purchase its internet site
Auctionzplus (the "Acquisition") an internet company that has a web site and a
business plan for providing the general public with on-line art, antiques, coins
and memorabilia on an auction web site.
The proposed Acquisition is conditioned on, among other things, the
preparation of a mutually satisfactory definitive agreement of Acquisition, each
party's completion of a satisfactory due diligence review of the other party,
the Registrant having a minimum of $1,000,000 dollars in cash for the
specific use by Auctionzplus.
The foregoing summary of the Letter of Intent is qualified in its
entirety by the copy of the Letter of Intent attached hereto as an exhibit.
On January 19, 1999, the Registrant entered into a Letter of Intent
with MKT Communication Inc. a Florida corporation, for the purchase by the
Registrant of all of the stock of MKT Communications Inc. (the "Acquisition") is
an advertising and direct marketing company that is in the business of providing
corporations with telemarketing and internet technologies.
The proposed Acquisition is conditioned on, among other things, the
preparation of a mutually satisfactory definitive agreement of Acquisition, each
party's completion of a satisfactory due diligence review of the other party,
the Registrant having a minimum of $2,000,000 dollars in cash for the
specific use by MKT Communications.
<PAGE>
The foregoing summary of the Letter of Intent is qualified in its
entirety by the copy of the Letter of Intent attached hereto as an exhibit.
In August 1998, the Company received a letter from an attorney for a
stockholder of the Company asserting that the stockholder was damaged by
affirmative misrepresentations and material omissions allegedly made by the
Company and its affiliates in connection with the sale in 1996 of securities of
the Company to the stockholder. The letter asserts that the stockholder was
damaged in the amount of at least $1,200,000, excluding interest and attorney's
fees. The attorney states in the letter that his firm intends to file suit on
behalf of the stockholder, and possibly others, against the Company and certain
of its controlling persons for securities fraud.
On December 23, 1998, the Company's new management joined a suit filed
in West Palm Beach, Florida: Shulman & Associates, Inc.; Manny J. Shulman;
Mitchell Rubinson; Regenesis Holdings, Inc. and Frankyn B. Weichselbaum vs.
Elizbeth Shwiff; Fincross, Ltd.; Elpoint Corporation; Elpoint Company, L.L.C.;
Russian Securities Company; Gennady Yakovlev (A/K/A Gennadei Yakovlev); Oleg
Pavlioutchouk (A/K/A Oleg Pavlutchuk); Maxim Shishly Yannikov and John Does 1
through 100, in an effort to resolve any pending allegations by the
aforementioned stockholder regarding the activities of the former management and
control persons. The suit charges the defendants with libel and slander and asks
the court to enjoin the Defendants from any further public accusations relating
to the Company. The Company felt it was in its' best interest to file this
action at the conclusion of a "stand still" agreement between the Defendants and
the Company's former management. Based on the information currently available to
the present management of the Company, which information is limited, the Company
believes (but can offer no assurance) that there will be a favorable outcome to
the Company's initiation of litigation in connection with this matter; however,
if the outcome was unfavorable, the Company believes that such litigation could
have an adverse effect on the Company's financial position.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.2 Letter dated February 2, 1999 from Moore Stephens Lovelace, P.A.
to the Securities and Exchange Commission.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be authorized on its behalf
by the undersigned duly authorized.
Dated: January 29, 1999
Regenesis Holdings Inc.
By: /s/ Mitchell Sandler
---------------------------
Mitchell Sandler, President
<PAGE>
EXHIBIT INDEX
16.2 Letter dated February 2, 1999 from Moore Stephens Lovelace, P.A.
to the Securities and Exchange Commission.
February 2, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We were previously principal accountants for Regenesis Holdings, Inc. and
Subsidiaries and on May 22, 1998, we reported on the consolidated financial
statements of Regenesis Holdings, Inc. and Subsidiaries as of and for the years
ended December 31, 1997 and 1996. We have read Regenesis Holdings, Inc.'s
statements included under Item 4 of its Form 8-K/A dated December 29, 1998, and
are in agreement with the statements contained in Paragraph (a) (1) on Page 2,
therein. We have no basis to agree or disagree with other statements of the
registrant contained therein.
Very truly yours,
/s/ Moore Stephens Lovelace, P.A.
---------------------------------
MOORE STEPHENS LOVELACE, P.A.
