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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
March 17, 1998
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Date of Report (date of earliest event reported)
SIMPLEX MEDICAL SYSTEMS, INC.
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Exact name of Registrant as Specified in its Charter
Colorado 0-28154 84-1337504
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
430 Ansin Boulevard, Suite G, Hallandale, Florida 33009
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Address of Principal Executive Offices, Including Zip Code
(954) 455-0110
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Registrant's Telephone Number, Including Area Code
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) On March 17, 1998, Simplex Medical Systems, Inc. (the "Registrant"),
engaged Schmidt, Raines, Trieste, Dickenson & Adams, P.L. as its independent
accountants for the fiscal year ended December 31, 1997. Also on March 17,
1998, Millward & Co. was dismissed as the Registrant's independent accountants.
(b) Millward & Co.'s report on the financial statements of Simplex Medical
Systems, Inc. (a Florida corporation) for the fiscal year ended December 31,
1996 and for the period June 6, 1995 (inception) to December 31, 1995
contained no adverse opinion or disclaimer of opinion nor were they qualified
as to uncertainty, audit scope or accounting principles, except that Millward
& Co.'s report on the Registrant's financial statements for the fiscal year
ended December 31, 1996 contained a qualification concerning the Registrant's
ability to continue as a going concern.
(c) The Registrant's Board of Directors made the decision to engage
Schmidt, Raines, Trieste, Dickenson & Adams, P.L. The Registrant has no
audit or similar committee.
(d) In connection with the prior audit for the fiscal year ended December
31, 1996, and during the interim period from December 31, 1996 to March 17,
1998, there have been no disagreements with Millward & Co. on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure.
(e) The Registrant did not consult with Schmidt, Raines, Trieste, Dickenson
& Adams, P.L. with regard to any matter concerning the application of accounting
principles to any specific transactions, either completed or proposed, or the
type of audit opinion that might be rendered with respect to the Registrant's
financial statements.
(f) The Registrant has requested that Millward & Co. review the disclosure
and that firm has been given an opportunity to furnish the Registrant with a
letter addressed to the Commission containing any new information, clarification
of the registrant's expression of its views, or the respect in which it does not
agree with the statements made by the Registrant herein. Such letter is filed
as an exhibit to this Report.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) EXHIBITS.
Exhibit 16. Letter from Millward & Co. Filed herewith
electronically
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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.
SIMPLEX MEDICAL SYSTEMS, INC.
Dated: April 1, 1998 By: /s/ Nicholas G. Levandoski
Nicholas G. Levandoski, President
MILLWARD & CO. CPAs
2745 West Cypress Creek Road
Fort Lauderdale, florida 33309-1757
March 28, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated March 17, 1998 of Simplex Medical Systems,
Inc. and are in agreement with the statements contained in paragraph 4(a),(b)
and (d) therein. We have no basis to agree or disagree with other statements
of the registrant contained therein.
Sincerely,
/s/ Millward & Co. CPAs
Millward & Co. CPAs
