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): December 10, 2002
CYBERCARE, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 000-20356 65-0158479
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2500 QUANTUM LAKE DRIVE, SUITE 1000, BOYNTON BEACH, FL 33426
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code. 561-742-5000
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(Former name or former address, if changed since last report.)
Item 4. Changes in Registrant's Certifying Accountant
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On December 10, 2002, Ernst & Young LLP ("E&Y"), the independent
accountants who were engaged as the principal accountants to audit the financial
statements of CyberCare, Inc. (the "Registrant") and its subsidiaries, resigned
as the Registrant's certifying accountants.
E&Y's report on the Registrant's financial statements for the past two
years contained no adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles,
except for certain conditions with respect to the Registrant's recurring losses
from operations, operating cash flow deficiencies and negative working capital,
as set forth in E&Y's Independent Auditor's Report dated March 1, 2002, which
raises substantial doubt about the Registrant's ability to continue as a going
concern.
The facts and circumstances that relate to E&Y's resignation, as far as
they are known to the Registrant, are as follows: E&Y in a letter dated December
10, 2002, informed the Registrant that the client relationship between
CyberCare, Inc. and Ernst & Young LLP has ceased. E&Y orally advised the
Registrant that its decision to resign was based on fee related matters and
other normal client continuance considerations.
During the two most recent fiscal years, and during the subsequent
interim period preceding E&Y's resignation, there were no matters involving
disagreements between E&Y and the Registrant on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures, which, if not resolved to the satisfaction of E&Y, would have caused
it to make reference to the subject matter of the disagreements in their report.
On December 19, 2002, the Registrant delivered a copy of this Report
on Form 8-K/A to E&Y, and requested E&Y to furnish the Registrant with a letter
addressed to the Securities and Exchange Commission stating whether or not E&Y
agrees with the statements made by the Registrant in response to this Item 4,
and, if it does not agree, stating in what respect E&Y does not agree. The
response letter of E & Y is attached hereto as Exhibit 16.1.
The Registrant has engaged Eisner LLP ("Eisner") as the Registrant's
certifying accountants to audit the financial statements of the Registrant and
its subsidiaries for its fiscal year ending December 31, 2002. During the
Registrant's two most recent fiscal years and the interim period prior to its
agreement to engage Eisner as the Registrant's principal accountants, neither
the Registrant nor anyone on its behalf has consulted Eisner on either (i) the
application of accounting principles to any transaction (completed or proposed)
or (ii) the type of audit report that might be rendered on the Registrant's
financial statements or (iii) any matter that was either the subject of a
disagreement or a reportable event as such terms are defined in Item 304 of
Regulation S-K.
On December 19, 2002, the Registrant delivered a copy of this Report on
Form 8-K/A to Eisner, and requested Eisner to furnish the Registrant with a
letter addressed to the Securities and Exchange Commission stating whether or
not Eisner agrees with the statements made by the Registrant in response to this
Item 4, and, if it does not agree, stating in what respect Eisner does not
agree. The response letter of Eisner is attached hereto as Exhibit 16.2.
Item 7. Exhibits
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16.1 Letter from Ernst & Young LLP dated December 20, 2002
16.2 Letter from Eisner LLP dated December 20, 2002
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.
CyberCare, Inc.
a Florida Corporation
Date: December 20, 2002 By: /s/ Joseph R. Forte
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Joseph R. Forte, President and CEO