SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
September 25, 1998
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LA JOLLA DIAGNOSTICS, INC.
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(Exact name or registrant as specified in its charter)
California 0-26108 94-2901715
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or file number) Identification No.)
organization)
7777 Fay Avenue, Suite 160, La Jolla, CA 92037
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(Address of principal executive office) (Zip Code)
7777 Fay Avenue, Suite 160, La Jolla, CA 92037
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(Mailing Address) (Zip Code)
(619) 454-6790
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(Registrant's telephone number, including area code)
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.
Date: September 25, 1998 LA JOLLA DIAGNOSTICS, INC.
/S/ Don Brucker
President, Chief Executive Officer
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(A)
(1)
(i) The registrant dismissed the accounting firm of Harlan &
Boettger, LLP, CPA on August 11, 1998. Harlan & Boettger, LLP,
CPA was previously engaged as the principal accountant to audit
the Registrant's financial statements since April 17, 1995.
(ii) There have been no adverse opinions, disclaimer of
opinion or qualifications or modifications as to uncertainty,
audit scope or accounting principles regarding the reports of
Harlan & Boettger, LLP, CPA on the Registrant's financial
statements with in the two most recent fiscal years or subsequent
interim period.
(iii) The decision to change accountants was recommended by the
Chairman to the Board of Directors of the Registrant.
(iv) There were no disagreements with Harlan & Boettger, LLP,
CPA on any matter of accounting principles or practice,
financial statement or disclosure or auditing scope or procedure
within the two most recent fiscal years and through the period from
the date of the last audited financial statements to September 25,
1998.
(v) The term "disagreements" as used in this 8-K shall be
interpreted broadly, to include any difference of opinion
concerning any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure
which (if not resolved to the satisfaction of the former
accountant) would have caused it to make reference to the
subject matter of the disagreement in connection with its
report. It is not necessary for there to have been argument to
have had a disagreement, merely a difference of opinion. For
the purposes of this 8-K, however, the term disagreements does
not include initial differences of opinion based on incomplete
facts or preliminary satisfaction by, and providing the
Registrant and the accountant do not continue to have a
difference of opinion upon, obtaining additional relevant facts
or information.
(vi) During the most recent fiscal year and subsequent interim
period preceding, the were no "Reportable Events" as set forth
in Item 303 (a)(1)(v) of Regulation S-K.
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(2) The Registrant has engaged the accounting firm of Logan,
Throop & Co., LLP, CPA's on August 25, 1998, as the principal
accountant to audit the Registrants' most recent fiscal years
and any subsequent interim period prior to engaging them
regarding the:
(i) application of accounting principles to a specified
transaction, either completed or proposed; or the type of
opinion that might be rendered on the Registrant's financial
statements, and neither a written report was provided to the
Registrant nor was any oral advice provided that Logan Throop &
Co., LLP concluded was an important factor considered by the
Registrant in reaching a decision as to the accounting, auditing
or financial reporting issue, or
(ii) any matter that was either the subject of a disagreement
as defined above in Section (a)(1)(iv) of this Form 8-K, or a
Reportable Event defined above in this Form 8-K.
(3) The registrant has requested Harlan & Boettger to furnish
the Registrant with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the
statements made by the Registrant above, and if not, to state
the respects in which it does not agree. The Registrant shall
provide Harlan & Boettger with a copy of this Form 8-K no later
than the day this Form 8-K is filed with the Securities and
Exchange Commission. The Registrant shall file Harlan & Boettger's
letter as an Exhibit in this Form 8-K. If Harlan & Boettger is
unavailable at the time of filing this 8-K, the Registrant will
request Harlan & Boettger, LLP to provide the letter as promptly
as possible so that the Registrant can file the letter with the
SEC within ten (10) business days after the filing of this form 8-K.
(A copy of the letter from Harlan & Boettger, LLP will be filed as
Exhibit "A" to this Form 8-K)
Item 5. OTHER EVENTS
The Registrant has announced that Robert A. Rist and Thomas V.
Cajka have joined the board of directors.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
The Registrant has announced that a letter of resignation from
the board of directors has been received from Stanley V. Heyman,
Richard D. O'Connor, MD and David Flaugh.
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Item 7. EXHIBITS
16 Letter to Securities and Exchange Commission from Predecessor
Accountant
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Exhibit 16
September 9, 1998
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We were the previous principal accountants for La Jolla
Diagnostics, Inc. (Registrant). On October 9, 1997, we reported
on the consolidated financial statements of La Jolla
Diagnostics, Inc. and its subsidiaries as of and for the year
ended June 30, 1997.
On August 11, 1998, Mr. Don Brucker, President and CEO notified
our firm that by action of the Board of Directors we had been
dismissed as La Jolla Diagnostics, Inc.'s principal accountant.
There have been no disagreements concerning accounting
principals or disclosures. We have not seen the Registrant's
Form 8K to be filed with the SEC as of this date.
Very truly yours,
Harlan & Boettger, LLP
H&B/njs
