UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO FORM 8-K
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CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
June 17, 2004
Anscott Industries, Inc.
(Exact name of registrant as specified in its charter)
Florida 000-26513 86-0000714
(State or other jurisdiction (Commission (IRS Employer ID No.)
of Incorporation) File Number)
26 Haynes Drive, Wayne, New Jersey
973-696-7575
(Address and Telephone Number of Registrant's Principal
Executive Offices and Principal Place of Business)
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Auditors:
(i) Effective June 17, 2004, Madsen & Associates CPA's, Inc. ("Madsen") was
dismissed as the independent auditor for the Company and Marcum & Kliegman, was
appointed as the new independent auditor for the Company.
(ii) Madsen issued its Report of Independent Public Accountants related to
Anscott's financial statements for fiscal year ended March 31, 2003. Management
of Anscott is unaware of any disagreements with Madsen 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 Madsen's dismissal on June 17, 2004, there has been no
disagreement between the Company and Madsen 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 Madsen
would have caused it to make a reference to the subject matter of the
disagreement in connection with its reports.
(iii) The Registrant's Board of Directors participated in and approved the
decision to change independent accountants. Madsen's audit report on the revised
financial statements for the year ended March 31, 2003 contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to audit
scope or accounting principles but included an explanatory paragraph reflecting
an uncertainty because the realization of a major portion of the Company's
assets is dependent upon its ability to meet its future financing requirements
and the success of future operations. The Company's net loss in the audited year
and its accumulated deficit raise substantial doubt about the Company's ability
to continue as a going concern.
(iv) There have been no disagreements with Madsen 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
Madsen would have caused them to make reference thereto in their report on the
financial statements.
(v) The Company requested that Madsen furnish it with a letter addressed to
the SEC stating whether it disagrees with the above statements. A copy of the
letter to the SEC, dated June 17, 2004 is filed as an Exhibit (c) to the Form
8-K filed with the SEC on June 17, 2004.
(vi) During the two most recent fiscal years and the interim period
subsequent to June 17, 2004, there have been no reportable events with the
Company as set forth in Item 304(a)(i)(v) of Regulation S-K.
(b) New Independent Accountants:
(i) The Company engaged, Marcum & Kliegman LLP, New York, New York as its
new independent auditors as of June 17, 2004. Prior to such date, the Company,
except with regard to the observation of the Company's inventory on April 1,
2004 by Marcum & Kliegman, LLP, did not consult with Marcum & Kliegman LLP
regarding (i) the application of accounting principles, (ii) the type of audit
opinion that might be rendered by Marcum & Kliegman 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.
7. Financial Statements and Exhibits
Exhibit
Number Description
(a) None
(b) None
16.1 Consent from Independant Accountant
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.
ANSCOTT INDUSTRIES, INC.
By: /s/ Jack Belluscio
June 24, 2004 --------------
Jack Belluscio
President