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): December 10, 2002
CYBERCARE, INC.
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(Exact name of registrant as specified in its charter)
FLORDIA 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, SUITIE 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 had concerns regarding the Registrant's financial condition and
orally advised the Registrant that E & Y's decision to resign was based upon the
lack of funding, overdue invoices and E & Y's perceived risk associated with
liabilities that existed prior to March 2002. E & Y assured the Registrant that
it is still has confidence in the Registrant's current management.
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 matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which agreements, if not resolved to the satisfaction of E & Y, would
have caused it to make reference to the subject matter of the disagreement(s) in
connection with its report.
On December 16, 2002, the Registrant delivered a copy of this Report on
Form 8-K to E&Y, and requested E&Y to furnish the Registrant with a letter
addressed to 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 the respects in which E&Y does not agree. The
response letter of E & Y is currently unavailable. The Registrant intends to
file a Form 8-K/A, containing a copy of the response letter of E &Y, as an
amendment to this Form 8-K.
The Registrant and Eisner LLP ("Eisner") have orally agreed that the
Registrant will engage 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
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 16, 2002, the Registrant delivered a copy of this Report on
Form 8-K to Eisner, and requested Eisner to furnish the Registrant with a letter
addressed to 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 the respects in which Eisner does not agree.
The response letter of Eisner is currently unavailable. The Registrant intends
to file a Form 8-K/A, containing a copy of the response letter of Eisner, as an
amendment to this Form 8-K.
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 16, 2002 By: /s/ Joseph R. Forte
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Joseph R. Forte, President and CEO