-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NTt1HUZc3rnaAgUJgGyVZ1aEJROMzcxbbx7Npd/c60OxRLB0nbNwwAPI0yMzE1qa KVmuFef3SKjKnvffV5Xtug== 0001077357-02-000087.txt : 20020509 0001077357-02-000087.hdr.sgml : 20020509 ACCESSION NUMBER: 0001077357-02-000087 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011115 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURGICAL SAFETY PRODUCTS INC CENTRAL INDEX KEY: 0001063530 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 650565144 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24921 FILM NUMBER: 02640072 BUSINESS ADDRESS: STREET 1: 2018 OAK TERRACE CITY: SARASOTA STATE: FL ZIP: 34231 BUSINESS PHONE: 9419277874 MAIL ADDRESS: STREET 1: 2018 OAK TERRACE CITY: SARASOTA STATE: FL ZIP: 34231 8-K/A 1 ssp-8ka3_052002.txt AMENDED CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 3 to the 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) November 15, 2001 SURGICAL SAFETY PRODUCTS, INC. ----------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 0-24921 65-0565144 - ---------------------------------- ----------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) file number) Identification No.) One Sarasota Tower, #2 North Tamiami Trail, Suite 608 Sarasota, FL 34236 - ---------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (941) 953-9848 Copy of Communications to: Mercedes Travis, Esq. Mintmire & Associates 265 Sunrise Avenue, Suite 204 Palm Beach, FL 33480 (561) 832-5696- Telephone (561) 659-5371-Facsimile ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Item 4 (a). Changes in Registrant's Certifying Accountant On November 15, 2001, the Company decided not to reappoint Kerkering, Barbario & Co., PA as its independent accountants and the firm was dismissed. This action was taken principally because the Company has undergone a change of control and the Board of Directors became more familiar with another auditing firm during the transition period. Kerkering, Barbario & Co., PA has provided audited financial statements on the Company since 1994, was the Company's auditors for the last two fiscal years and reviewed the Company's interim financial statements through June 30, 2001. The audited financial statements for the years ended December 31, 1999 and 2000 contained going concern qualifications but such financial statements did not contain any adjustment for uncertainties stated therein. The decision to change accountants was approved by Company's Board of Directors. The Company did not have any disagreements with the Kerkering, Barbario & Co., PA related to accounting principles or practices, financial statement disclosure or auditing scope or procedure during the past two fiscal years and the interim period ended November 15, 2001. Accordingly, during the last two fiscal years and this interim period, there were no disagreements or "reportable events" with Kerkering, Barbario & Co., PA as described in Item 304(a)(1)(iv) and (v) of Regulation S-K. The Company filed notice of change of accountants on Form 8K on November 16, 2001, filed Amendment 1 to the Form 8K on November 21, 2001 and filed Amendment 2 to the Form 8K on November 29, 2001. The Company, contemporaneous with filing of its Form 8K and Amendment 1 to the Form 8K, provided Kerkering, Barbario & Co., PA with a copy of the filed material and requested that it furnish a letter to the Company, addressed to the SEC, stating that it agreed with the statements made therein or it provide a letter in which it stated in what respect it disagreed. In subsequent correspondence from Kerkering, Barbario & Co., PA to the SEC dated November 16, 2001, they stated that at the time of the decision to change accountants there was no disagreement with the Company relating to accounting principles, disclosure or audit scope and confirmed that they were in agreement with the statements made by the Company in the Form 8K. By letter dated November 22, 2001 to the SEC, Kerkering, Barbario & Co., PA confirmed essentially the same thing in relation to Amendment 1 to the Form 8K. By letter dated January 7, 2002, Kerkering, Barbario & Co., PA amended their letter to make technical corrections. The purpose of this Amendment is to file such letter. Item 4(b). Changes in Registrant's Certifying Accountant. On November 15, 2001 engaged the firm of Kingery Crouse & Hohl, PA Certified Public Accountants, 4350 West Cypress Street, Suite 275, Tampa, Florida 33607, Telephone (813) 874- 1280, as its independent auditors. Such appointment was accepted by R. Paul Gray, the Company's Secretary, Treasurer and Acting Chief Financial Officer in accordance with the authorization given him by the Board of Directors. The Company did not consult with Kingery Crouse & Hohl, PA Certified Public Accountants, regarding any matter prior to its engagement, including any matters relative to the application of accounting principles or any matters relative to the Company's arrangements with Kerkering, Barbario & Co., PA.; although C5 Health Inc., the Company's wholly owned subsidiary, consulted with this firm with regards to the merger prior to such event. Item 7. Financial Statements and Exhibits. (c) Exhibits. 16.2 [1] Letter on change of certifying accountant pursuant to Regulation SK Section 304(a)(3) 16.3 [2] Letter dated November 16, 2001 from Kerkering, Barbario & Co, PA to the SEC 16.4 [2] Letter dated November 22, 2001 from Kerkering, Barbario & Co, PA to the SEC 16.5 * Letter dated January 7, 2002 from Kerkering, Barbario & Co., PA to the SEC. - -------------
[1] Previously filed with the Company's Form 8K and Amendment 1 to the Form 8K [2] Previously filed with the Company's Amendment No. 1 to the From 8K (*) Filed herewith Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized. SURGICAL SAFETY PRODUCTS, INC. (Registrant) Date: May 9, 2002 By: /s/ R. Paul Gray ------------------------------------ R. Paul Gray Secretary, Treasurer and Acting Chief Financial Officer EX-16 4 ssp-8ka3_ex16.txt LETTER RE: CHANGE OF ACCOUNTANT EXHIBIT 16.5 Kerkering, Barberio & Co. P.A. Certified Public Accountants Established 1972 January 7, 2002 United States Securities Exchange Commission Washington, DC 20549 Re: Surgical Safety Products, Inc. Form 8-K, Item 4(a) and Form 8-KA Dear Sir or Madam. This letter is written in reference to the statements made in Surgical Safety Products, Inc. Form 8- K item 4(a) and Form 8-KA. Kerkering, Barberio & Co., PA. has been provided a copy of the disclosures made by Surgical Safety Products, Inc. regarding Item 4(a) Changes in Registrant's Certifying Accountant. We are in agreement with the statements made by Surgical Safety Products, Inc. Kerkering, Barberio & Co., P.A. has provided audited financial statements for the years ended December 31, 2000 and 1999. In addition, we have reviewed the company's 10-Q filings through the quarter ended June 30, 2001, which was filed August 15, 2001. The audited financial statements for the years ended December 31, 2000 and 1999 contained going concern qualifications but such financial statements did not contain any adjustments for the uncertainties stated therein or other modifications and were not subject to an adverse, qualified or disclaimer of opinion. We acknowledge the decision to change accountants related to outstanding fees and is not the result of any disagreements related to accounting principles or practices, financial statement disclosures or auditing scope or procedures during the past two fiscal years or interim period ended November 15, 2001, although we provided no services for the period August 15, 2001 through November 15, 2001. Sincerely, /s/Kerkering, Barberio & Co., P.A. Kerkering, Barberio & Co., P.A. RJL/am 8430 Enterprise Circle, Suite 120, Bradenton, Florida 34202 (at LakewoodRanch) P0. Box 49348, Sarasota, Florida 34230-6348 Tel (941) 365-4617 Fax (941) 954-3207 E-mail: kbcpa@kbgrp.com Internet: WWW.kbgrp.com Member: American and Florida Institutes of Certified Public Accountants SEC Section -----END PRIVACY-ENHANCED MESSAGE-----