-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R74PMxdLrNNMfsw2TKvUZDJri/wjEogBFPP3QDOVjDxlXW9PIbH5TKzeiu15bLIP +CQ0zj/z2nnBhwj9+JkgOA== 0000912057-99-006976.txt : 19991123 0000912057-99-006976.hdr.sgml : 19991123 ACCESSION NUMBER: 0000912057-99-006976 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991118 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGROCAN CORP CENTRAL INDEX KEY: 0001069829 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25963 FILM NUMBER: 99761677 BUSINESS ADDRESS: STREET 1: 1709 HARBOUR CENTER STREET 2: 25 HARBOUR RD CITY: WANCHAI HONGK KONG STATE: K3 MAIL ADDRESS: STREET 1: 1709 HARBOUR CENTRE STREET 2: 25 HARBOUR ROAD CITY: WANCHAI 8-K 1 8-K UNITED STATES 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): November 18, 1999 AGROCAN CORP. (Exact name of registrant as specified in its charter) Delaware 0-25963 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 1709 Harbour Centre 25 Harbour Road Wanchai, Hong Kong (Address of principal executive offices) Registrant's telephone number, including area code: 852-2519-3933 Not applicable (Former name or former address, if changed since last report) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Effective November 18, 1999, AgroCan Corporation, a Delaware corporation (the "Company"), dismissed Horwath Hong Kong CPA Limited ("Horwath Hong Kong") as the Company's independent accountants, and engaged Horwath Gelfond Hochstadt Pangburn, P.C. ("Horwath Gelfond") as the Company's new independent accountants. The dismissal of Horwath Hong Kong and the retention of Horwath Gelfond were approved by the Company's Board of Directors. Prior to the engagement of Horwath Gelfond, neither the Company nor anyone on its behalf consulted with such firm regarding the application of accounting principles to a specified transaction, either completed or uncompleted, or type of audit opinion that might be rendered on the Company's financial statements except as follows: (1) Horwath Gelfond read the Company's financial statements for the years ended September 30, 1998 and 1997 and consulted with Horwath Hong Kong to assist them in determining that the financial statements were in conformity with U.S. generally accepted accounting principles. (2) Horwath Gelfond reviewed the audit planning, fieldwork and completion procedures for the years ended September 30, 1998 and September 30, 1997 employed by Horwath Hong Kong to assist them in determining that the audits were in accordance with U.S. generally accepted auditing standards, and (3) Horwath Gelfond assisted the Company and Horwath Hong Kong in responding to SEC comment letters received by the Company dated November 17, 1999, September 30, 1999 and August 13, 1999 pertaining to the Form 10-SB filed by the Company on May 4, 1999. Horwath Hong Kong audited the Company's financial statements for the years ended September 30, 1998 and September 30, 1997. Horwath Hong Kong's report for such period did not contain an adverse opinion or a disclaimer of opinion, nor was the report qualified or modified as to uncertainty, audit scope or accounting principles. During the period from October 1, 1998 to November 17, 1999 and the years ended September 30, 1998, there were no disagreements with Horwath Hong Kong on any matter of accounting principles or practices, financial statements disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Horwath Hong Kong, would have caused such firm to make reference to the subject matter of the disagreements in connection with its reports on the Company's financial statements. In addition, there were no such events as described under Item 304(a)(1)(IV)(B) of Regulation S-B during the fiscal years ended September 30, 1998 and September 30,1997 and the subsequent interim periods through November 17, 1999. The Company has provided Horwath Hong Kong with a copy of the disclosures contained herein, and has requested that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in response to Item 304(a) regarding its involvement with the Company as independent accountants and, if not, stating the respects in which it does not agree. A copy of the Horwath Hong Kong letter is attached as an exhibit to this Current Report on Form 8-K. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND RESULTS c. Exhibits: EXHIBIT NUMBER DESCRPITION 16.1 Letter from Horwath Hong Kong addressed to the Securities and Exchange Commission 3 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. Date: November 19, 1999 AGROCAN CORP. By /s/ Lawrence Hon ------------------------------- Lawrence Hon President & Chief Executive Officer 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRPITION 16.1 Letter from Horwath Hong Kong CPA Limited addressed to the Securities and Exchange Commission 5 EX-16.1 2 EXHIBIT 16.1 EXHIBIT 16.1 Securities and Exchange Commission Washington D.C. 20549 Dear Sir/Madam: We have read Item 4 of Form 8-K of Agrocan Corporation dated November 18, 1999, and agree with the statements made therein. /s/ Horwath Hong Kong CPA Limited Hong Kong November 19, 1999 6 -----END PRIVACY-ENHANCED MESSAGE-----