-----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, F/YC8SY9dlJi0uWahJKxhVz1YHLAYKZoN/KHCwpZOdwy7/XL2vtChKK5Ffywws2b DRX6JDbMUIlb30fTOhPn2A== 0001169232-06-000397.txt : 20060202 0001169232-06-000397.hdr.sgml : 20060202 20060202161232 ACCESSION NUMBER: 0001169232-06-000397 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060127 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060202 DATE AS OF CHANGE: 20060202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOCORAL INC CENTRAL INDEX KEY: 0000919605 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 330601504 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23512 FILM NUMBER: 06573789 BUSINESS ADDRESS: STREET 1: 38 RUE ANATOLE FRANCE STREET 2: LEVALLOIS PERRET CEDEX CITY: LEVALLOIS PERRET STATE: I0 ZIP: 92594 BUSINESS PHONE: 01133147579843 MAIL ADDRESS: STREET 1: 38 RUE ANATOLE FRANCE STREET 2: LEVALLOIS PERRET CEDEX CITY: LEVALLOIS PERRET STATE: I0 ZIP: 92594 FORMER COMPANY: FORMER CONFORMED NAME: IMMO FINANCE CORP DATE OF NAME CHANGE: 19940420 FORMER COMPANY: FORMER CONFORMED NAME: HERMENEUTICS CORP DATE OF NAME CHANGE: 19940301 8-K 1 d66679_8k.txt CURRENT REPORT 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): January 27, 2006 BIOCORAL, INC. (Exact name of Registrant as Specified in its Charter) Delaware 33-0601504 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 38 rue Anatole France, 92594 Levallois Perret Cedex France 011-3314-757-9843 N/A (Address of Issuer's principal (Issuer's telephone number, (Zip Code) executive offices) including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 4.01 Changes in Registrant's Certifying Accountant. By letter dated January 27, 2006, Shelley International CPA ("Shelley") advised Biocoral, Inc.'s board of directors of its resignation as its registered independent public accountant. Biocoral, Inc. engaged Shelley on April 5, 2005. The report of Shelley on the audited consolidated financial statements of Biocoral, Inc. and its subsidiaries as of and for the year ended December 31, 2004 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, and none of the events described in Item 304(a)(1)(iv) of Regulation S-K occurred during such period, or the interim period preceding Shelley's resignation, with respect to Biocoral, Inc. and its subsidiaries and Shelley. From April 5, 2005, the date of Shelley's engagement, through the date of resignation, there was no disagreement with Shelley on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Shelley, would have caused Shelley to make reference to the subject of that disagreement in any reports on Biocoral, Inc. and its subsidiaries consolidated financial statements, and none of the events described in Item 304(a)(1)(v) of Regulation S-K occurred during such period with respect to Biocoral, Inc. and its subsidiaries and Shelley. Biocoral, Inc. requested that Shelley furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements in this Item 4.01. A copy of the response received by the Registrant to that request is filed as Exhibit 16.1 to this Form 8-K. The resignation of Shelley was accepted and approved by Biocoral, Inc. Board of Directors by unanimous written consent dated as of January 27, 2006. On January 31, 2006, Biocoral, Inc. engaged Moore & Associates Chartered ("Moore") as its new registered independent accountants. During the two most recent fiscal years and the interim periods preceding the engagement, Biocoral, Inc. has not consulted with Moore regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K. The change of accountants was recommended and approved by Unanimous Written Consent of the board of directors of Biocoral, Inc. dated as of January 30, 2006, pursuant to Item 304(a)(1)(iii) of Regulation S-K. Item 9.01 Exhibits. 16.1 Letter from Shelley International CPA regarding change in registrant's certifying accountant. 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. Date: Feburary 2, 2006 BIOCORAL, INC. By: /s/ Nasser Nassiri ------------------- Nasser Nassiri Chief Executive Officer and Chairman EX-16.1 2 d66679_ex16-1.txt LETTER FROM SHELLY INTERNATIONAL CPA EXHIBIT 16.1 Letterhead of Shelley International CPA January 31, 2006 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Biocoral, Inc. File No. 0-23512 Ladies and Gentlemen: We have read the statements that we understand Biocoral, Inc. will include under Item 4.01 of the Form 8-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. Very truly yours, /s/ Shelley International CPA ----------------------------- Shelley International CPA -----END PRIVACY-ENHANCED MESSAGE-----