U.S. 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) May 16, 2001
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Commission File No. 0-21457
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MORGAN COOPER, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 75-2254391
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7201 East Camelback Road, Suite 320
Scottsdale, AZ 85251
(Address of principal executive offices)
(480) 945-1266
(Issuer's telephone number)
ITEM 1: CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3: BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4: CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Morgan Cooper, Inc.'s ("the Company") independent accountant resigned, effective
August 30, 2000. This Form 8-K is delinquent because prior management did not
timely prepare or file a Form 8-K regarding the change in the registrant's
independent accountant, which was required to be filed with the Securities and
Exchange Commission by September 7, 2000. The Company's prior management did not
hire a new accountant during the period of August 30, 2000 to May 17, 2001, but
is currently attempting to retain a certified public accountant to assist the
Company in bringing the Company's reporting under the Securities and Exchange
Act of 1934 current.
The Company's new management came to the Company in April 2001, and had no
involvement in or responsibility for the management of the Company prior to
April 2001. No member of the Company's new management was an officer, director
or member of any committee of the Company's Board of Directors during the period
that prior management was responsible for the Company's operations. The
Company's new management served as an officer and member of the Board of
Directors of American Nortel Communications, Inc., a passive investor in the
Company which held, at that time, approximately 5% of the Company's total issued
and outstanding common stock.
The accountant's report on the Company's financial statements for the year ended
of December 31, 1999 and did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope, or
accounting principles, however, the report did contain a modification which
raises substantial doubt about the Company's ability to continue as a going
concern
The Company's new management has determined that during the registrant's year
ended December 31, 1999, and subsequent interim period preceding the resignation
of prior management, there were disagreements with the Company's former
accountant on the following matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, were not resolved to the satisfaction of the former accountant.
The Company's new management believes that the following disclosures were not
timely made by the Company.
The Company's former accountant advised the Company that internal controls
necessary to develop reliable financial statements and financial information did
not exist because:
- - There were inaccurate press releases posted on the Internet stating
specific milestones the Company allegedly would achieve within a stated period
of time. There is a specific press release initiated by Wisestocks.com that
states 5,000 shares of unrestricted stock were issued by the Company to prior
management for providing a web-based marketing campaign. There was no
documentation to support this transaction.
- A consulting agreement with a consultant and the registrant states
that the payment terms were to be in unrestricted Company stock and
warrants, but there was also a cash payment of $97,500 made with a
consultant. No formal corporate authorization or documentation exists
evidencing this transaction. Additionally, there is no formal
resolution of the Board of Directors or corporate action that would
authorize the issuance of warrants.
- A "personal" stock certificate owned by Mr. Morgan Cooper was divided
up and delivered to individuals with outstanding bridge loans and a
stockholder's loan for $205,000 made payable to Morgan Cooper in
exchange for satisfying the bridge loans with the stock. There were no
resolutions of the Company's Board of Directors or other corporate
action authorizing this transaction, nor any formal agreement
governing the repayment of the loan. There is no documentation
evidencing the stockholders loans totaling $869,700, such as Board of
Directors resolutions, other corporate authorization or approval, and
no documentation evidencing interest rates and terms for repayment.
However, subsequent to this transaction present management is
currently examining this loan for $205,000 and offsets have been
identified and a balance, if any, has yet to be determined.
- The Stock Sale Agreement by MC and ANC states warrants are to be
issued but there is no corporate action authorizing the issuance of
warrants.
- The interim financial statements for the three and nine month periods
ended September 30, 2000, filed with the Securities and Exchange
Commission on Form 10-QSB were not reviewed by an independent
accountant. The Company did not have and independent accountant from
the period of August 30, 2000 to May 17, 2001 and, during that time,
the Company filed Forms 10-QSB without the required accounting review.
The Company's former accountant had also advised the Company that it was
unwilling to rely on prior management's representations or be associated with
the Company's financial statements. The Company's former accountant found
inconsistency in prior management's representation of the Company's financial
position.
There was no discussion with the Board of Directors, audit or any similar
committee of the Company's Board of Directors concerning the subject matter of
each of the disagreements with the former accountant. However, the matters were
discussed with the registrant's Chief Executive Officer, Mr. Morgan Cooper.
The Company has authorized the former accountant Sobel & Co., LLC to respond
fully to the inquiries of the successor accountant concerning the subject matter
of each of such disagreements.
ITEM 5: OTHER EVENTS.
NOT APPLICABLE
ITEM 6: RESIGNATION OF REGISTRANT'S DIRECTORS.
NOT APPLICABLE
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
NOT APPLICABLE.
ITEM 8: CHANGE IN FISCAL YEAR.
NOT APPLICABLE.
ITEM 9: REGULATION FD DISCLOSURE.
NOT APPLICABLE.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MORGAN COOPER, INC.
By /s/ William P. Williams
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William P. Williams, Chairman of the Board, Chief Executive Officer, and
President
Dated: May 22, 2001