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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: January 30, 1998
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(Date of earliest event reported)
THE GREAT AMERICAN BACKRUB STORE, INC.
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Exact name of registrant as specified in its charter
New York 0-25334 13-3729043
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State of other jurisdiction of Commission File No. I.R.S. Employer
incorporation or organization ID No.
4500 140th Avenue No., Suite 221, Clearwater, Florida 33762
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(Address of principal executive offices)
Registrant's telephone number, including area code: (813) 532-4818
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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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) The Great American BackRub Store, Inc. (the "Company") dismissed
BDO Seidman, LLP on January 30, 1998 as its principal independent auditor. The
decision to discharge BDO Seidman, LLP was recommended by the Company's
management and approved by its Board of Directors on January 30, 1998. The
report of BDO Seidman, LLP on the Company's financial statements for each of the
two fiscal years ended December 31, 1996 did not contain an adverse opinion or
disclaimer of opinion nor were such reports modified as to audit scope or
accounting principles. Such report did contain the following explanatory
paragraph:
"The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses since its
inception and has an accumulated deficit of $7,001,507, which raises substantial
doubt about its ability to continue as a going concern. Management's plans
regarding those matters also are described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty."
There were no disagreements with BDO Seidman, LLP during the two most
recent fiscal years and the subsequent interim period ended January 30, 1998 on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to BDO
Seidman, LLP's satisfaction, would have caused it to make reference to the
subject matter of the disagreement in connection with its report nor did BDO
Seidman, LLP advise the Company of any matters set forth in Item 304(a)(1)(4)(B)
of Regulation S-B.
The Company has provided BDO Seidman, LLP with a copy of this
disclosure, as amended, and requested that BDO Seidman, LLP furnish it with a
letter addressed to the Securities and Exchange Commission (the "Commission")
stating whether it agrees with the above statements (a copy of the BDO Seidman,
LLP letter addressed to the Commission is filed as Exhibit 16.1 to the Form 8-K
report).
(b) On January 30, 1998, the Company engaged Weinberg & Company, P.A.
as its principal auditors for the year ended December 31, 1997. Weinberg &
Company, P.A. audited the balance sheet of Caribsun Corp. and Subsidiary as of
December 31, 1996 and the consolidated statements of operations, stockholders
equity and cash flows of Caribsun Corp. for the years ended December 31, 1996
and 1995. Such audit report was rendered following the acquisition of Caribsun
by the Company on October 16, 1997 in a transaction accounted for as a "reverse
acquisition for financial accounting purposes." Prior to the appointment of
Weinberg & Company, P.A., the Company did not discuss any of the matters set
forth in paragraph (a) above with such accounting firm.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
None
(b) Pro Forma Financial Information
None
(c) Exhibits
The following Exhibit is filed with this amendment to this
Form 8-K
16.1 Letter of BDO Seidman, LLP
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE GREAT AMERICAN BACKRUB
STORE, INC.
By: /s/ David Coia
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David Coia, President
Dated: February 13, 1998
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Exhibit 16.1
[BDO LETTERHEAD]
February 13, 1998
Securities & Exchange Commission
Division of Corporation Finance
450 5th Street N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4(a) of Form 8-K/A,
for the event that occurred on January 30, 1998, to be filed by our former
client, The Great American Backrub Store, Inc. We agree with the statements made
in response to that Item insofar as they relate to our Firm.
Very truly yours,
/s/ BDO Seidman, LLP
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BDO Seidman, LLP
