SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
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 27, 2004
Commission File Number: 000-50146
Nucotec, Inc.
-------------
(Exact name of registrant as specified in its charter)
Nevada 94-3409645
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3841 Amador Way, Reno, Nevada 89502
-------------------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
(775) 827-2324
--------------
(Registrant's Telephone Number, Including Area Code)
ITEM 4. CHANGES IN THE REGISTRANT'S CERTIFYING PUBLIC ACCOUNTANT
Effective May 27, 2004, Nucotec, Inc. (the "Registrant") dismissed Stonefield
Josephson, Inc. which audited the Registrant's financial statements for the
fiscal years ended December 31, 2003 and 2002, with Jonathon P. Reuben, CPA to
act as the Registrant's independent chartered accountants. The reports of
Stonefield Josephson, Inc. for these fiscal years did not contain an adverse
opinion, or disclaimer of opinion and were not qualified or modified as to audit
scope or accounting principles except as described herein. The report of
Stonefield Josephson, Inc. for these fiscal years was qualified with respect to
uncertainty as to the Registrant's ability to continue as a going concern.
During the Registrant's two most recent fiscal years and the period from the end
of the most recently completed fiscal year through May 27, 2004, the date of
dismissal, there were no disagreements with Stonefield Josephson, Inc. on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of Stonefield Josephson, Inc. would have caused it to make
reference to such disagreements in its reports.
The Registrant's unaudited financial statements for the quarter ended March 31,
2004, will be reviewed by Jonathon P. Reuben, CPA, Stonefield Josephson, Inc.
was not involved in any way with the review of the unaudited financial
statements for the quarter ended March 31, 2004. The Registrant has authorized
Stonefield Josephson, Inc. to discuss any matter relating to the Registrant and
its operations with Jonathon P. Reuben, CPA.
The change in the Registrant's auditors was recommended and approved by the
board of directors of the Registrant since the Registrant does not have an audit
committee.
During the two most recent fiscal years and subsequent interim period, the
Registrant did not consult with Jonathon P. Reuben, CPA, regarding the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Registrant's financial statements, or any matter that was the subject of a
disagreement or a reportable event as defined in the regulations of the
Securities and Exchange Commission.
Stonefield Josephson has reviewed the disclosures contained in this 8-K report.
The Registrant has advised Stonefield Josephson that it has the opportunity to
furnish the Registrant with a letter addressed to the Securities and Exchange
Commission concerning any new information, clarifying the Registrant's
disclosures herein, or stating any reason why Stonefield Josephson does not
agree with any statements made by the Registrant in this report. Stonefield
Josephson has advised the Registrant that nothing has come to its attention
which would cause it to believe that any such letter was necessary.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 16.1 Letter from the Registrant's former auditors confirming the
information in Item 4 dated June 2, 2004.
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, thereunto duly authorized.
Nucotec, Inc.
June 3, 2004 By: /s/ Earl Abbott
----------------------------------------
Earl Abbott, President and
Chief Executive Officer