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 29, 2003
ENHANCE BIOTECH, INC.
(Exact name of issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-31653 95-4766094
(Commission File Number) (IRS Employer Identification No.)
35th Floor, 1285 Avenue of the Americas New York, New York 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 561-1716
N/A
-----------------------------------------------------------------------
(Former name or former address, if changed since last report)
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 Accountants
---------------------------------------------
As of April 29, 2003, Enhance Biotech, Inc., formerly known as Becor
Communications, Inc. ("Registrant"), acquired all of the issued and outstanding
stock of Enhance Lifesciences Inc., a Delaware corporation ("ELSI"), and ELSI
became a wholly-owned subsidiary of the Registrant. ELSI's accounting firm was
F.E. Hanson, Ltd. of Arlington, Virginia ("Hanson"). Farber and Hass,
LLP("Farber") were the independent auditors for Registrant prior to the
acquisition of ELSI and a change in control of Registrant.
Since Farber was Registrant's independent auditors prior to
Registrant's acquisition of ELSI and since ELSI is a wholly owned subsidiary of
Registrant, ELSI, Registrant and Hanson have mutually agreed to terminate the
accounting relationship with Hanson. Simultaneously, Registrant had elected to
retain Farber as Registrant's independent auditors.
Registrant provided Hanson with a copy of the disclosures it is making
herein prior to the filing of this Current Report on Form 8-K with the
Securities and Exchange Commission ("SEC") and requested that Hanson furnish the
Registrant a letter addressed to the SEC stating whether Hanson agrees with the
statements made by the Registrant herein and, if not, stating the respects in
which it does not agree. Hanson's letter, dated September 4, 2003 is attached as
Exhibit 16.1 hereto. Also attached hereto as Exhibit 16.2 is a copy of Hanson's
letter confirming the termination of the client-auditor relationship between
Hanson and Registrant. Exhibit 16.3 from F E Hanson confirms that there were no
disputes or disagreements with the company in the two most recent years and the
subsequent period prior to the change of auditors.
Simultaneously with the termination of its relationship with Hanson,
Registrant retained Farber as the Registrant's independent public auditors. To
the extent applicable, Farber replaces Hanson as auditor for Registrant and/or
Registrant's wholly owned subsidiary, ELSI. The Registrant's Board of Directors
approved the retention /appointment of Farber as the Registrant's independent
accountants and auditors on August 29, 2003. During the most recent fiscal year
and subsequent interim period, Registrant has not consulted with Farber
regarding (i) either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on its financial statements, or (ii) any matter that was
either the subject of disagreement on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures or a
reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
2
Item 5. Other Events.
------------
NOT APPLICABLE
Item 6. Resignations of Registrant's Directors.
--------------------------------------
NOT APPLICABLE
Item 7. Financial Statements and Exhibits.
---------------------------------
NOT APPLICABLE
Item 8. Change in Fiscal Year.
---------------------
For accounting purposes, ELSI, and not Registrant, is considered to be
the acquiror. Accordingly, Registrant is retaining ELSI's fiscal year of January
31. Registrant's fiscal year will now be January 31 and not May 31. Accordingly,
Registrant's Form 10-KSB for the fiscal year ended May 31, 2003, which would
have been due on or before August 31, 2003, will now be for the year ended
January 31, 2004 and will be due on or before April 30, 2004.
Item 9. Regulation FD Disclosure.
------------------------
NOT APPLICABLE
Item 10. Amendments/Waivers to the Registrant's Code of Ethics.
-----------------------------------------------------
NOT APPLICABLE
Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
-------------------------------------------------------------------
NOT APPLICABLE
Item 12. Results of Operations and Financial Condition.
---------------------------------------------
NOT APPLICABLE
Item 13. Receipt of an Attorney's Written Notice.
---------------------------------------
NOT APPLICABLE
3
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.
ENHANCE BIOTECH, INC. INC.,
A Delaware corporation (Registrant)
Date: September 4, 2003 By: /s/ Christopher Every
--------------------------------
CHRISTOPHER EVERY, Chief
Executive Officer
4