UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K / A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported) October 2, 2002
AGROCAN CORPORATION
------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
Delaware 0-25963
---------------------------- ------------------------ --------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Suite 706, Dominion Centre
43 - 59 Queen's Road East, Hong Kong
------------------------------------------ --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(852) 251-93933
-----------------------------------------------------------
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On October 2, 2002 the Board of directors of the Company approved the
dismissal of Horwath Gelfond Hochstadt Pangburn, P.C. ("HGHP") as the Company's
independent auditors and the engagement of Thomas Leger & Co., L.L.P. as the
Company's independent auditors. The reports of HGHP on the financial statements
of the Company as of and for the fiscal years ended September 30, 2001 and
September 30, 2000 did not contain an adverse opinion, or disclaimers of
opinion; and was not qualified or modified as to uncertainty, audit scope, or
accounting principles.
During the Company's fiscal years ended September 30, 2001 and
September 30, 2000, subsequent quarterly reports and interim period through
October 2, 2002, there were no disagreements between the Company (and its
Subsidiaries) and HGHP concerning any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of HGHP, would have caused it
to make reference to the subject matter of the disagreements in connection with
its reports.
The Company and its subsidiaries did not consult with Thomas Leger &
Co. L.L.P. during the Company's fiscal years ended September 30, 2001 and
September 30, 2000 and subsequent interim period through October 2, 2002 on the
application of accounting principles to a specified transaction; the type of
opinion that might be rendered on the Company's financial statements; any
accounting, auditing or financial reporting issue; or any item that was either
the subject of a disagreement or a reportable event as defined in Item 304 of
Regulation S-B.
The Company provided HGHP with a copy of the disclosures contained
herein and has filed as an exhibit hereto the response of HGHP to the
disclosures set forth in this section.
2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired: Not applicable
(b) Pro forma financial information: Not applicable
(c) Exhibits:
16.1 Letter of Horwath Gelfond Hochstadt Pangburn, P.C., dated October
22, 2002, pursuant to Section 304(a)(3) of Regulation S-B of the
rules and regulations of the Securities and Exchange Commission.
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.
Dated: October 21, 2002 AGROCAN CORPORATION
-------------------- --------------------------------
(Registrant)
By: /s/ LAWRENCE HON
--------------------------------
Lawrence Hon
Chief Executive Officer
(Duly Authorized Officer)
4