UNITED STATES
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) 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 and subsequent quarterly reports, 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 period through August 31, 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
2, 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 2, 2002 AGROCAN CORPORATION
--------------- ----------------------------------
(Registrant)
By: /s/ LAWRENCE HON
----------------------------------
Lawrence Hon
Chief Executive Officer
(Duly Authorized Officer)
4