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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
February 6, 1997
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Date of Report (date of earliest event reported)
NEWCARE HEALTH CORPORATION
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Exact name of Registrant as Specified in its Charter
Nevada 0-24110 86-0594391
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
3600 Oak Manor Lane, Building 4, Largo, Florida 34644
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Address of Principal Executive Offices, Including Zip Code
(813)586-4262
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Registrant's Telephone Number, Including Area Code
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) On February 6, 1997, Newcare Health Corporation (the "Registrant"),
engaged Laney, Boteler & Killinger as its independent accountants for the fiscal
year ended December 31, 1996. Also on February 6, 1997, Lovelace, Roby &
Company, P.A. was dismissed as the Registrant's independent accountants.
(b) Lovelace, Roby & Company, P.A.'s report on the Registrant's financial
statements for the two most recent fiscal years ended December 31, 1995 and
December 31, 1994 contained no adverse opinion or disclaimer of opinion nor were
they qualified as to uncertainty, audit scope or accounting principles.
(c) The Registrant's Board of Directors made the decision to engage Laney,
Boteler & Killinger. The Registrant has no audit or similar committee.
(d) In connection with the prior audits for the two most recent fiscal
years ended December 31, 1995 and December 31, 1994, and during the interim
period from December 31, 1995 to February 6, 1997, there have been no
disagreements with Lovelace, Roby & Company, P.A. on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure.
(e) The Registrant did not consult with Laney, Boteler & Killinger with
regard to any matter concerning the application of accounting principles to any
specific transactions, either completed or proposed, or the type of audit
opinion that might be rendered with respect to the Registrant's financial
statements.
(f) The Registrant has requested that Lovelace, Roby & Company, P.A. review
the disclosure and that firm has been given an opportunity to furnish the
Registrant with a letter addressed to the Commission containing any new
information, clarification of the registrant's expression of its views, or the
respect in which it does not agree with the statements made by the Registrant
herein. Such letter is filed as an exhibit to this Report.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) EXHIBITS.
Exhibit 16. Letter from Lovelace, Roby & Company, P.A.
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SIGNATURES
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.
NEWCARE HEALTH CORPORATION
Dated: March 14, 1997 By /s/ Ashok Dalal
Ashok Dalal
Executive Vice President
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LOVELACE, ROBY & COMPANY, P.A.
Certified Public Accountants & Management Consultants
Commerce Plaza, Suite 400
1201 South Orlando Avenue
Winter Park, Florida 32789-7192
March 14, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K/A Amendment No. 2, dated February 6, 1997, of
NewCare Health Corporation and are in agreement with the statements contained in
Paragraphs (a), (b), (d) and (f) on Page 2 therein insofar as they relate to our
firm. We have no basis to agree or disagree with other statements of the
registrant contained therein.
Very truly yours,
/s/ Lovelace, Roby & Company, P.A.
Lovelace, Roby & Company, P.A.
