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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
November 20, 1998
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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
6000 Lake Forrest Drive, Suite 200, Atlanta, Georgia 30328
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Address of Principal Executive Offices, Including Zip Code
(404) 252-2923
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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 November 20, 1998, Newcare Health Corporation (the "Regis-
trant"), engaged Cherry, Bekaert & Holland, L.L.P. as its independent
accountants for the fiscal year ended December 31, 1998. Also on November 20,
1998, Laney, Boteler & Killinger was dismissed as the Registrant's independent
accountants.
(b) Laney, Boteler & Killinger's report on the Registrant's financial
statements for the fiscal years ended December 31, 1996 and December 31, 1997
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
Cherry, Bekaert & Holland, L.L.P.. The Registrant has an audit committee
which also approved the decision to change auditors.
(d) In connection with the prior audits for the fiscal years ended
December 31, 1996 and December 31, 1997, there have been no disagreements with
Laney, Boteler & Killinger on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
(e) The Registrant did not consult with Cherry, Bekaert & Holland,
L.L.P. 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 Laney, Boteler & Killinger review
the disclosures contained herein 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 Laney, Boteler & Killinger
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: November 24, 1998 By:/s/ James H. Sanregret
James H. Sanregret, Chief
Financial Officer
LANEY BOTELER & KILLINGER
Certified Public Accountants
November 24, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read item 4 of Form 8-K, dated November 20, 1998, of NewCare Health
Corporation and are in agreement with the statements contained in Paragraphs
(a), (b), (d) and (f) on Page 2 as they relate to our firm. We have no basis
to agree or disagree with other statements of the registrant contained in the
8-K.
LANEY, BOTELER & KILLINGER
/s/ James W. Laney
James W. Laney, CPA
Partner
100 Ashford Center North, Suite 310, Atlanta, Georgia 30338 - 770/394-8000
