FORM 8-K/A
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
-------------------------------
BioCoral, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-23512 33-0601504
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 752-7118
-----------------------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
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 As previously reported,
Registrant engaged JH Cohn LLP on May 23, 1996 as its independent certified
public accounting firm, replacing Bewley & Co. ("Bewley"). Pursuant to the
requirements on Regulation S-K, a copy of the Current Report on Form 8-K was
provided to Bewley concurrently with the filing of same with the Commission.
Registrant has received correspondence from Bewley in connection therewith and
is amending the previously filed Current Report on Form 8-K to append such
correspondence as an exhibit.
Item 5. Other Events Not applicable.
Item 6. Resignations of Registrant's Directors Not applicable.
Item 7. Financial Statements and Exhibits
1. Letter, dated November 18, 1996, from Bewley to Registrant, with
attachment.
<PAGE>
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 20, 1996 s/ Riccardo Mortara
--------------------------
Riccardo Mortara, Chairman
November 18, 1996
BioCoral, Inc. (formerly Immo-Finance Corporation)
c/o Stein Riso Haspel & Jacobs, LLP
805 Third Ave.
21st Floor
New York, NY 10022
Attention: Neil Jacobs
Re: Form 8-K filing dated 11/15/96 (copy received by our office on same
date)
Dear Mr. Jacobs:
As comments to the above-referenced form 8K filing, we confirm that there were
no disagreements between the registrant and our firm regarding matters relating
to accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
There are however, a few differences on the form 8K filing which we would like
to disclose. Our firm was dismissed by the registrant in August of 1995.
Accordingly, we issued our final audit opinion on the registrant for the fiscal
year ended December 31, 1994. That audit opinion did contain a modification for
the emphasis of a matter, disclosing the Company's default on its Reg.
D Notes (see attached copy of opinion).
If you have any questions regarding this letter, please do not hesitate to
contact our office.
Very truly yours,
Vincent P. Argy, CPA
encl.
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
IMMO-FINANCE CORPORATION
We have audited the accompanying consolidated balance sheets of IMMO-Finance
Corporation (a Delaware corporation), and subsidiaries, as of December 31, 1994
and 1993, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated position of IMMO-Finance Corporation and
subsidiaries, as of December 31, 1994 and 1993, and the consolidated results of
its operations, changes in stockholders' equity, and its cash flows for the
years then ended in conformity with generally accepted accounting principles.
As further discussed in Notes 10, 17 and 19, and subsequent to the balance sheet
date of December 31, 1994, the Company is currently in default on a principal
balance of $1,775,000, for 35.5 units of Regulation D, six-month, 12% notes
which became due on April 4, 1995. Management has determined a course to rectify
the issue; however, if any noteholder brings an action against the Company
seeking enforcement of the terms of the notes, it could have a materially
adverse affect on the Company.
BEWLEY & COMPANY
Fountain Valley, California
April 14, 1995
