UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 10549
FORM 8-K/A
CURRENT REPORT
DATE OF REPORT: DECEMBER 14, 1998
DIAPULSE CORPORATION OF AMERICA
(Exact Name of registrant as specified on its charter)
Delaware 132-4 13-5671991
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(State or other jurisdiction of (Commission I. R. S. Employer
Employer of incorporation) File Number) Identification Number
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CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On November 27, 1998, the Registrant terminated Nussbaum Yates &
Wolpow, P.C. as the Registrant's independent public accountants
and auditors, a capacity in which that firm had served for one
year, and selected Granick & Gendler, CPA to replace Nussbaum
Yates & Wolpow, P.C. in this role. The decision to change the
Registrant's accountants and auditors was approved by the full
Board of Directors.
During the most recent fiscal year and the subsequent period
through November 27, 1998, the date on which Nussbaum Yates &
Wolpow, P. C. was terminated as the Registrant's independent public
accountants and auditors, there were no disagreements between the
Registrant and Nussbaum Yates & Wolpow, P.C. on any matter relating
to accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which if not resolved
to Nussbaum Yates & Wolpow, P.C.'s satisfaction would have caused
it to make reference to the subject matter of disagreement in
connection with its report, other than two disagreements, which
were utimately resolved, relating to: i) the carrying value and
classification of inventory and ii) the recording of an expense in
connection with certain options granted to an independent sales
representative. In this regard, the Company reduced its inventory
to the lower of cost or market, classified a portion of the
inventory as current and recorded the fair value of the options as
an expense. In addition, Nussbaum Yates & Wolpow P.C.'s report on
the Registrant's financial statements for the most recent fiscal
year contained no adverse opinions or disclaimers of opinion, nor
were such reports qualified as to audit scope or accounting
principles, except to the extent that the report on the
Registrant's 1997 financial statements stated that Nussbaum, Yates
& Wolpow was unable to obtain sufficient competent evidential
matter to satisfy themselves that the Registrant's allowance for
Medicare receivables and related loss provided in the financial
statements is both probable and subject to reasonable estimation,
and therefore in accordance with generally accepted accounting
principles.
No "reportable events" as defined in Item 304(a)(1)(v) of
Regulation S-K occurred during the Registrant's two most recent
fiscal years and the subsequent interim period through November 27,
1998.
The Registrant has authorized Nussbaum Yates & Wolpow, P.C. to
respond fully to the inquiries of Garnick & Gendler, CPA. The
Registrant has provided Nussbaum Yates & Wolpow, P.C. with a copy
of the disclosures contained in this Form 8-K/A, and has requested
that Nussbaum Yates & Wolpow, P.C. furnish the Registrant with a
letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Registrant
herein.
As stated above, on November 27, 1998, the Registrant appointed the
accounting firm of Garnick & Gendler, CPA as the Registrant's
independent public accountants and auditors, effective immediately.
During the Registrant's two most recent fiscal years and the
subsequent interim period through November 27, 1998, Garnick &
Gendler was not consulted with respect to any of the items referred
to in Item 304(a)(2) of Regulation S-K.
(b) Exhibit: Letter from Nussbaum Yates & Wolpow, P.C. to the
Securities and Exchange Commission concerning its termination as
the Registrant's principal accountant.
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.
DIAPULSE CORPORATION OF AMERICA
By: /s/ Jesse Ross
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Jesse Ross
President, Director
and Chairman of the Board
Date: December 14, 1998
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Exhibit 16.1
December 15, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Diapulse Corporation of America
File No. 132-4
Gentlemen:
We have read Item 4 of Form 8-K/A of Diapulse Corporation of America, dated
December 14, 1998, and agree with the statements contained therein.
Very truly yours,
/s/ Nussbaum, Yates & Wolpow , P.C.
