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UNITED STATES
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: May 30, 2003
CRDENTIA CORP.
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(Exact name of registrant as specified by its charter)
Delaware 0-31152 76-0585701
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
455 Market Street, Suite 1220, San Francisco, California 94105
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(Address of principal executive offices)
(415) 543-1535
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(Registrant's Telephone Number)
Lifen, Inc.
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Former Name or Former Address If Changed Since Last Report
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Form 8-K/A is being filed by the Registrant to amend Item 4, Changes in
Registrant's Certifying Accountant, to include a statement that the disclosure
regarding the Registrant's former independent auditor includes the subsequent
interim period from February 5, 2003 through the date of dismissal on May 28,
2003.
Item 4. Changes in Registrant's Certifying Accountant
At the Company's Annual Meeting on May 28, 2003, the Company's shareholders
ratified the recommendation of the Board of Directors to dismiss its independent
accountant, Sanford H. Feibusch, CPA, PC and to appoint BDO Seidman, LLP ("BDO")
as its independent accountants, effective May 28, 2003, for the fiscal year
ended December 31, 2003.
In connection with his services to the Company in the fiscal year ended
December 31, 2002, Mr. Feibusch prepared (i) a report dated February 5, 2003 on
the Company's consolidated financial statements for the four months ended
December 31, 2002 and 2001, and for the period from November 10, 1997 (date of
inception) to December 31, 2002, and (ii) a report dated November 7, 2002 on the
Company's consolidated financial statements for the years ended August 31, 2002
and 2001, and for the period from November 10, 1997 (date of inception) to
August 31, 2002. Neither report contained an adverse opinion or disclaimer of
opinion nor was either qualified or modified as to uncertainty, audit scope, or
accounting principles. Both opinions were qualified, however, as to the
Company's ability to sustain itself as a going concern without securing
additional funding. In addition, with respect to each of the reports and the
subsequent interim period ended May 28, 2003, there were no disagreements with
Mr. Feibusch on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to the satisfaction of Mr. Feibusch would have caused him to make
reference thereto in his report on the financial statements for such periods.
From February 5, 2003 through May 28, 2003, Mr. Feibusch did not perform any
services or provide any advice, either verbally or in writing, to the Company's
officers or directors.
The Company provided Mr. Feibusch with a copy of the foregoing disclosures
and requested that he furnish a letter addressed to the Securities and Exchange
Commission stating whether or not he agrees with the above statements. A copy of
such letter, dated May 28, 2003 (as amended June 4, 2003) is filed as Exhibit 16
to this Form 8-K/A.
In March, 2003, the Company engaged BDO to perform an audit of New Age
Staffing, Inc. ("New Age") which the Company has proposed to acquire. New Age is
currently a privately owned company and is not subject to the reporting
requirements of the Securities Exchange Act of 1934.
In the course of its relationship with BDO, the Company decided to engage
BDO as its new independent accountants as of May 28, 2003, subject to the
signing of a definitive engagement letter.
During the two most recent fiscal years and through May 28, 2003, the
Company has not consulted with BDO regarding either (i) 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 Company's financial
statements, and neither a written report was provided to the Company or oral
advice was provided that BDO concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, or a reportable event.
Item 5. Other Events
Pursuant to a resolution adopted by the Company's Board of Directors on
May 8, 2003 and the affirmative vote of a majority of the shares of the
Company's common stock present or represented at the Company's Annual Meeting on
May 28, 2003, the Company changed its name to Crdentia Corp.
An amendment to the Company's Amended and Restated Certificate of
Incorporation was filed with the State of Delaware on May 30, 2003 to reflect
this name change.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 16.1 Letter dated May 28, 2003 (as amended June 4, 2003) from Sanford
H. Feibusch, CPA, PC to the U.S. Securities and Exchange
Commission
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.
Dated: June 4, 2003 CRDENTIA CORP.
BY: /s/ Lawrence M. Davis
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Lawrence M. Davis
Chief Financial Officer