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 23, 1996
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BioCoral, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-23512 33-0601504
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(State or other jurisdiction (Commission IRS Employer
of incorporation) File Number) Identification No.)
c/o Stein Riso Haspel & Jacobs LLP, 805 Third Avenue, New York, NY 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 752-7118
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N/A
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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 Accountants Bewley & Co.("Bewley"),
Registrant's independent certified public accounting firm, was dismissed by the
Registrant on May 23, 1996 and JHCohn LLP was retained by the Registrant as its
independent auditors on such date. The decision to change accountants was made
by the board of directors of Registrant for financial reasons and also due to
the relocation of Registrant's offices from California to New York.
Bewley's report on the Registrant's financial statements for the past two
years did not contain an adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting principles.
During the Registrant's two most recent fiscal years, and during the subsequent
interim period prior to the dismissal, there were no disagreements with Bewley
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to Bewley's
satisfaction, would have caused it to make reference thereto in connection with
its report.
During the Registrant's two most recent fiscal years and during the interim
period prior to Bewley's dismissal,
(A) Bewley did not advise the Registrant that the internal controls
necessary for the Registrant to develop reliable financial statements did not
exist;
(B) Bewley did not advise the Registrant that information had come to
its attention that led it to no longer be able to rely on management's
representations, or that made it unwilling to be associated with the financial
statements prepared by management;
(C) Bewley did not advise the Registrant of the need to expand
significantly the scope of its audit, or that information had come to its
attention which, if further investigated, may materially impact the fairness or
reliability of a previously issued audit report or the financial statements
underlying same or cause it to be unwilling to rely on management's
representations or to be associated with Registrant's financial statements;
(D) Bewley did not advise the Registrant that information came to its
attention that, it had concluded, materially affects the fairness or reliability
of a previously issued audit report or the financial statements underlying same
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.
Prior to its engagement, JH Cohn was not consulted by or on behalf of the
Registrant regarding the application of accounting principles to any specified
transaction or the type of audit opinion that might be rendered on the
Registrant's financial statements or as to any matter which
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might have constituted a disagreement or reportable event within the purview of
Item 304 of Regulation S-K.
Item 5. Other Events Not applicable.
Item 6. Resignations of Registrant's Directors Not applicable.
Item 7. Financial Statements and Exhibits Not applicable.
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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.
BIOCORAL, INC.
Date: November 14 , 1996 s/ Riccardo Mortara
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Riccardo Mortara, Chairman
