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
April 22, 2002
----------------------------------------------------------------
(Date of Report - date of earliest event reported)
COMMISSION FILE NUMBER: 000-25397
PROCARE AMERICA, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-25397 84-0871427
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
247 Pompano Drive SE, Suite B
St. Petersburg, FL 33705
(Address of Principal Executive Offices)
(941) 404-0424
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
ITEMS 1 THROUGH 3 AND ITEMS 5, 6, 8, AND 9 ARE NOT APPLICABLE AND ARE THEREFORE
OMITTED.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) PREVIOUS INDEPENDENT ACCOUNTANTS.
(i) On April 22, 2002, Wentzel Berry Wentzel & Phillips, PA resigned as the
independent accountants of Procare America, Inc. Such firm audited the
Registrant's financial statements for the fiscal years ended June 30, 1996 -
1999.
(ii) The reports of Wentzel Berry Wentzel & Phillips, PA on the financial
statements for the fiscal years ended June 30, 1996 - 1999 contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principle, except that such report was
modified to express substantial doubt as to Procare America, Inc.'s ability to
continue as a going concern.
(iii) In connection with its audit for the fiscal years ended June 30, 1996 -
1999 and through April 22, 2002, there have been no disagreements with Wentzel
Berry Wentzel & Phillips, PA on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the
1
satisfaction of Wentzel Berry Wentzel & Phillips, PA, would have caused them to
make reference thereto in their report on the financial statements for such
fiscal years.
(iv) During the fiscal year ended June 30, 2001 and through April 22, 2002,
there have been no reportable events . (v) The Registrant has requested that
Wentzel Berry Wentzel & Phillips, PA furnish it with a letter addressed to the
SEC stating whether or not it agrees with the above statements. A copy of such
letter, dated April 23, 2002, is filed as Exhibit 16 to this Form 8-K.
(b) NEW INDEPENDENT ACCOUNTANTS.
The Registrant engaged Stirtz Bernards Boyden Surdel & Larter, P.A. as its new
independent accountants as of April 22, 2002. There have been no reportable
events with respect to this new engagement as defined in Regulation S-K Item
304(a)(2).
ITEM 7. EXHIBITS AND FINANCIAL STATEMENTS
(c) Exhibits:
16. Letter dated April 23, 2002 from Wentzel Berry Wentzel & Phillips, PA.
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 thereunto duly authorized.
PROCARE AMERICA, INC.
BY /S/ JOSEPH ELLIS
------------------------------------------
JOSEPH ELLIS, PRESIDENT
Dated: April 25, 2002.
2