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): August 27, 1996
DISCOVERY TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
KANSAS 0-18606 36-3526027
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(State of other juris- (Commission file number) (IRS Employer
diction incorporation Identification No.
or organization)
P.O. Box 239, Colorado Springs, Colorado 80901-0239
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (719) 575-0503
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1299 Fourth Street, Suite 400, San Rafael, California 94901
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(Former name or former address, if changed since last report)
ITEM 4: CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
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(a) The Board of Directors of Discovery Technologies, Inc. (the
"Company") has determined to change the Company's independent accountant.
The change is effective August 27, 1996. The independent accountant who
was previously engaged as the principal accountant to audit the Company's
financial statements was Grant Thornton LLP.
The Company entered into a definitive agreement dated January 22,
1996, to purchase two (2) privately held Colorado corporations, The
Colorado Taco Corporation ("CTC") and Rocky Mountain Taco, Inc. ("RMT").
Grant Thornton LLP was engaged on March 6, 1996 to audit CTC and RMT. In
addition, on May 23, 1996, the Company engaged Grant Thornton LLP as the
Company's principal auditor.
The opinions on the audits of the financial statements of CTC and RMT
as of and for the year ended December 31, 1995 and all periods from
inception through December 31, 1995 each contained a going concern
modification which stated that to continue as a going concern the Company
is dependent on raising additional funds. Other than the going concern
modifications the reports did not contain any other adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty,
audit scop, or accounting principles. Nor have there been any
disagreements between the Company and Grant Thornton LLP on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
On August 27, 1996, Grant Thornton LLP effectively resigned by
issuing a letter to the Company that the client/auditor relationship had
ceased. On August 28, 1996, the Company retained the accounting firm of
Hein + Associates LLP to serve as the Company's principal accountant to
audit the Company's financial statements. Hein + Associates LLP served as
the Company's principal auditor from December 7, 1993 until their
termination on May 22, 1996. In its letter dated August 2, 1996 and filed
with the SEC on August 2, 1996, Hein + Associates LLP filed a dissenting
position on the Company's 8K/A-1, dated May 23, 1996, in which Hein +
Associates LLP disagreed with the proposed effective date of the
transaction. After further review of the facts, controlling regulations
and informal discussions with the SEC's Division of Corporation Finance,
the Company modified its position to accept a 1996 effective date. The
prior disagreement the Company and Hein + Associates LLP has been resolved
by the Company redefining the effective date of the merger to a date
acceptable to Hein + Associates LLP.
Prior to its engagement as the Company's principal independent
accountant, excepting the issue of the effective date of the merger
between the Company and CTC and RMT and the period from December 7, 1993
through May 22, 1996, when Hein + Associates LLP served as the Company's
independent auditor, Hein + Associates LLP had not been consulted by the
Company either with respect to the application of accounting principles to
a specified transaction or the type of audit opinion that might be
rendered on the Company's financial statements or on any matter which was
the subject of any prior disagreement between the Company and its previous
certifying accountant.
ITEM 7: EXHIBITS
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In accordance with the provisions of Item 304(a)(3) of Regulation S-
B, the Company has provided Grant Thornton LLP with a copy of this Current
Report on Form 8-K and has requested that Grant Thornton LLP furnish a
letter addressed to the Commission stating whether it agrees with the
Statements contained herein, and, if not, stating the respects in which it
does not agree. The letter of Grant Thornton LLP shall be filed with the
Commission within ten (10) business days of the filing of this Report or
within two (2) business days of its receipt.
SIGNATURE
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.
DISCOVERY TECHNOLOGIES, INC.
Date: September 4, 1996 By: /s/ David Hill
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David Hill, Interim President