<PAGE>
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) May 2, 2000
---------------
FOCAL CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
UTAH
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-22968 87-0363789
- ---------------------------------------- ---------------------------------
(Commission File Number) (IRS Employee Identification No.)
1415 WEST NORTH ST. #302, ANAHEIM, CA 92801
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(714) 635-8821
- --------------------------------------------------------------------------------
Registrant's Telephone Number, Including Area Code
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, If Changed Since Last Report)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous Principal Independent Accountant.
(i) The previous principal Independent Accountant was Caldwell,
Becker, Dervin, Petrick & Co., L.L.P. The previous accountant
was dismissed on May 2, 2000.
(ii) The audit report issued by Caldwell, Becker, Dervin, Petrick,
& Co., L.L.P. 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 believed and the board concurred that it would be
more advantageous to have an accounting firm closer to the
Company's offices in Orange County. The previous Independent
accountant was appoximately a two hour drive from the
Company's office.
(iv) There were no disagreements with Caldwell, Becker, Dervin,
Petrick, & Co., L.L.P. on any matter of accounting principles
or practices, financial statment disclosure, or auditing scope
or procedure.
(v) Caldwell, Becker, Dervin, Petrick, & Co., L.L.P. did not
advise the registrant of any reportable events as defined in
Regulation S-B, Item 304(a)(1)(iv)(B).
(b) New Principal Independent Accountant.
On May 2, 2000, Squar, Milner, Reehl & Williamson, LLP was engaged by
the registrant as its new principal independent accountant to audit its
financial statements.
ITEM 7. Exbibits:
Letter on change in certifying accountants. This letter has been
requested from the previous accountants, Caldwell, Becker, Dervin,
Petrick & Co., L.L.P., but has not as yet been received.
<PAGE>
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: May 5, 2000 By: /s/ Gerald W. May
----------------------------------------
Gerald W. May
Treasurer