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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
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.*
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*To be filed by amendment.
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: March 20, 1998 By: /s/ Nicholas G. Levandoski
Nicholas G. Levandoski, President
