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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) October 26, 2000
FOCAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
UTAH
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(State or Other Jurisdiction of Incorporation)
000-22968 87-0363789
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(Commission File Number) (IRS Employer Identification No.)
1415 WEST NORTH ST. #302, ANAHEIM, CA 92801
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(Address of principal executive office) (Zip code)
(714) 635-8821
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Registrant's Telephone Number, Including Area Code
N/A
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(Former Name or Former Address, if changed since last report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous Principal Independent Accountant.
(i) The previous principal independent accountant was Squar, Milner,
Reehl & Williamson, LLP. The previous accountant was dismissed on
October 26, 2000.
(ii) The audit report issued by Squar, Milner, Reehl & Williamson, LLP
was unqualified and modified as to the ability of the company to
continue as a going concern.
(iii) The decision to change accountants was recommended by the Company
President and approved by the board of directors. The President
and the Treasurer believed the fees charged were excessive.
Although the prior independent accountants were not located as
near to the Company's office, the fee difference would make the
change a sound business decision.
(iv) There were no disagreements with Squar, Milner, Reehl &
Williamson, LLP on any matter of accounting principle or
practices, financial disclosure, or auditing scope or procedure.
(v) Pursuant to Regulation S-B, Item 304 (a)(1)(iv)(B), Squar, Milner,
Reehl & Williamson, LLP advised the registrant that it may have
inadvertently issued some convertible notes payable totaling a
maximum of $534,000 in violation of Security laws. Counsel for the
registrant is currently investigating this possibility. If such
violation has occurred, the note holders will have the ability to
rescind such transactions. The Company believes all such notes
were properly issued in accordance with an exemption from the
Securities and Exchange Commission. The Company has authorized the
predecessor auditor to respond fully to any inquiries by the
successor auditor concerning this issue.
(b) New Principal Independent Accountant.
On October 26, 2000, Caldwell, Becker, Dervin, Petrick & Co.,
L.L.P. was engaged by the registrant as its new principal
independent accountant to audit its financial statements. This is
the firm which had been the principal independent accountant prior
to the engagement of Squar, Milner, Reehl & Williamson, LLP.
ITEM 7. Exhibits:
Letter on change in certifying accountants from Squar, Milner,
Reehl & Williamson, LLP.
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SIGNATURE
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 hereunto duly authorized.
FOCAL CORPORATION
Date: November 2, 2000 By: /s/ Gerald W. May
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Gerald W. May
Treasurer
