BSD MEDICAL CORP
8-K, 1997-08-22
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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           U.S. 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):  August 14, 1997
                              
                              
                              
                   BSD MEDICAL CORPORATION


               Commission file number 0-10783


         DELAWARE                        75-1590407
(State of Incorporation)     (IRS Employer Identification Number)



     2188 West 2200 South
     Salt Lake City, Utah                                84119
(Address of principal executive offices)               (Zip Code)



Registrant's  telephone number, including area  code:   (801) 972-5555


                              
                              
<PAGE>                              
                              
                 CURRENT REPORT ON FORM 8-K


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

(a)(1)(i)    BSD Medical Corporation, a Delaware corporation
       (the  "Company"), and its former auditors, KPMG  Peat
       Marwick, LLP ("KPMG"), mutually agreed on August  14,
       1997, to terminate their relationship.

(a)(1)(ii)   During the fiscal period ended August 31, 1996,
       and  through and including August 14, 1997, the  KPMG
       reports   on   the  Company's  financial   statements
       neither    contained   any   adverse   opinions    or
       disclaimers   of  opinions  nor  were  qualified   or
       modified   as  to  uncertainty,  except   that   KPMG
       auditors'   report   on   the   Company's   financial
       statements for the fiscal year ended August 31,  1996
       contained  an  additional paragraph  relating  to  an
       uncertainty  about the Company's ability to  continue
       as  a  going concern due to the Company's significant
       losses and working capital deficit.

(a)(1)(iii)  The decision to terminate its relationship with
       KPMG  was approved by the Board of Directors  of  the
       Company.

(a)(1)(iv)   During the fiscal period ended August 31, 1996,
       and  through  and  including August 14,  1997,  there
       were  no  disagreements with KPMG on  any  matter  of
       accounting   principles   or   practices,   financial
       statement  disclosure or auditing scope or procedure,
       which   disagreements,  if  not   resolved   to   the
       satisfaction of KPMG, would have caused  it  to  make
       reference  to the subject matter of the disagreements
       in connection with its reports.

(a)(2) Pursuant  to  action approved by the Company's  Board
       of  Directors, the Company retained Tanner +  Co.  as
       its auditors as of August 14, 1997.

(a)(3) The  Company provided KPMG with the above  disclosure
       prior to filing this Current Report on Form 8-K  with
       the   Commission,  and  is  filing  herewith   KPMG's
       response  to  those  disclosures  pursuant  to   Item
       304(a)(3) of Regulation S-B.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits:

   The  following exhibit (numbered in accordance with  Item
601 of Regulation S-B) is filed as part of this report.

Exhibit                      Description
Number
      
16    Letter of KPMG Peat Marwick, LLP, dated August 18, 1997.


<PAGE>

SIGNATURE

  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  thereunto  duly
authorized.



                              BSD MEDICAL CORPORATION


Date:  August 21, 1997           By:      /s/ Paul F. Turner
                                Paul F. Turner
                                Chairman of the Board, Acting
                                President,  and  Senior  Vice
                                President of Research





KPMG Peat Marwick LLP
60 East South Temple
Suite 900
Salt Lake City, UT  84111




August 18, 1997




Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

We  were  previously principal accountants for  BSD  Medical
Corporation  and, under the date of November  25,  1996,  we
reported   on  the  financial  statements  of  BSD   Medical
Corporation  as of and for the years ended August  31,  1996
and  1995.  On August 14, 1997, our appointment as principal
accountants  was  terminated.   We  have  read  BSD  Medical
Corporation's statements included under Item 4 of its Form 8-
K  dated August 14, 1997, and we agree with such statements,
except  that  we are not in a position to agree or  disagree
with  BSD  Medical Corporation's stated reason for  changing
principal accountants.

Very truly yours,

/s/ KPMG Peat Marwick LLP



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