FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
ITEM 4.01. | CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT |
(1) | Previous Independent Auditors: |
(i) On May 20, 2005, Beutel Accountancy Corporation (“Todd Beutel”) was dismissed as independent auditor for the Company. On May 20, 2005, the Company engaged Farber & Hass LLP (“Jeffrey Hass”) as its principal independent accountant. This decision to engage Jeffrey Hass was ratified by the majority approval of the Board of Directors of the Company.
(ii) Management of Vital Health Technologies, Inc. (“Vital Inc.”) has not had any disagreements with Todd Beutel related to any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. For the most recent fiscal year and any subsequent interim period through Todd Beutel’s termination on May 20, 2005, there has been no disagreement between the Company and Todd Beutel on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Todd Beutel would have caused it to make a reference to the subject matter of the disagreement in connection with its reports.
(iii) The Company’s Board of Directors participated in and approved the decision to change independent accountants. The decision to change was based on a request from the SEC, as noted in their letter dated May 3, 2005. This change was made solely because Todd Beutel is not registered with the PCAOB and for no other reasons. Todd Beutel’s audit report contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting principles.
(iv) In connection with its review of financial statements through May 20, 2005, there have been no disagreements with Todd Beutel on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Todd Beutel would have caused them to make reference thereto in their report on the financial statements.
(v) During the most recent audit period and the interim period subsequent to May 20, 2005, there have been no reportable events with the Company as set forth in Item 304(a)(i)(v) of Regulation S-K.
(vi) The Company requested that Todd Beutel furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter is filed as an Exhibit to this Form 8-K.
(2) | New Independent Accountants: |
(i) The Company engaged, Farber & Hass LLP, Oxnard, California, as its new independent auditors as of May 20, 2005. Prior to such date, the Company, did not consult with Farber & Hass LLP regarding (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered Farber & Hass LLP or (iii) any other matter that was the subject of a disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv) of Regulation S- B.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(a) | Financial statements of business acquired: |
NUMBER | EXHIBIT | |
23.1 | Letter from Todd Beutel, LLC |
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.
Vital Health Technologies, Inc. |
By:/s/ Halton Martin | |
| HALTON MARTIN |
| CEO | |
| | | |
Dated: May 23, 2005
