SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 29, 2000
REGENESIS HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
FLORIDA 1-12350 65-0827283
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(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification
Number)
930 Washington Avenue - 4th Floor
Miami Beach, Florida 33139
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(Address of executive offices and zip code)
Registrant's telephone number, including area code: (305) 695-4400
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Item 4. Changes in Registrant's Certifying Accountant.
(a) (1) Termination of Certifying Accountants
Accountants were terminated by the Registrant prior to their
commencement of the December 31, 1999 audit and accordingly, did not issue a
report.
(i) On February 17, 2000 Rachlin Cohen & Holtz, L.L.P., the
Registrant's Certifying Accountants ("Former Accountants") were
terminated as the Registrant's Certifying Accountants.
(ii) During the interim period preceding the termination of their
employment, there were no disagreements with the Former Accountants
with respect to auditing principles or practices and financial
statements. There were no disagreements with respect to disclosure or
auditing scope and procedure.
(A) 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.
(B) The Former Accountants have not advised the Registrant of
the need to expand significantly their scope of the audit, or
that any 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 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.
(C) The report on the financial statements for the past year
does not contain any adverse opinion or disclaimer of opinion,
nor was it qualified or modified as to uncertainty, audit
scope, or accounting principles, except as follows:
The accountant's report of Rachlin Cohen & Holtz LLP
on the financial statements of Regenesis Holdings,
Inc. as of December 31, 1998, and for the year ended
then contained an explanatory paragraph referring to
an uncertainty as to the Registrant's ability to
continue as a going concern.
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D) The Former Accountants have not advised the Registrant that
information has come to their attention that materially
impacts the fairness or reliability of either a previously
issued 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, unless resolved to their satisfaction, would
prevent them from rendering an unqualified audit report on
those financial statements.
(a) (2) Engagement of New Certifying Accountants
On February 22, 2000, the Registrant engaged Moore Stephens Lovelace,
P.A., 1201 S. Orlando Avenue, Suite 400, Winter Park, Florida 32789 (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-B
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 on the Form 8-K concerning their
firm.
(a) (4) 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 from 8-K concerning their firm.
<PAGE>
EXHIBITS
- -16.1 Letter dated February 24, 2000 from Moore Stephens Lovelace, P.A. to
the Securities and Exchange Commission.
- -16.2 Letter dated February 28, 2000 from Rachlin Cohen & Holtz to the
Securities and Exchange Commission.
[LOGO OMMITTED]
MOORE STEPHENS
LOVELACE, P.A.
CERTIFIED PUBLIC ACCOUNTANTS AND MANAGEMENT CONSULTANTS
February 24, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of the Current Report on Form 8-K of Regenesis Holdings,
Inc. for February 24, 2000, and we agree with the statements contained therein
insofar as they relate to our firm.
/s/ Moore Stephens Lovelace, P.A.
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Moore Stephens Lovelace, P.A.
Certified Public Accountants
February 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Regenesis Holdings, Inc.
File Ref. No. 1-12350
Gentlemen:
We were previously accountants for Regenesis Holdings, Inc. and on May 25, 1999,
we reported on the financial statements of Regenesis Holdings, Inc. as of
December 31, 1998 and for the year then ended (to which report contained an
explanatory paragraph referring to an uncertainty as to the Company's ability to
continue as a going concern). On February 17, 2000, we were dismissed as
principal accountants of Regenesis Holdings, Inc. We have read the statements
included under Item 4 of Form 8-K of Regenesis Holdings, Inc. for February 29,
2000, and we agree with such statements.
Very truly yours,
/s/ Rachlin Cohen & Holtz LLP
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Rachlin Cohen & Holtz LLP
