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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) July 21, 1998
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PH GROUP, INC.
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(Exact name of Small Business Issuer as specified in its charter)
Ohio Commission File No. 0-8115 31-0737351
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
2365 Scioto Harper Drive, Columbus, Ohio 43204
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(Address of principal executive offices)
Registrant's telephone number, including area code: (614) 279-8877
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Not Applicable
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(Former name or former address, if changed since last report.)
Page 1 of 5 Pages
Index to Exhibits on Page 4
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
At a meeting held on July 10, 1998, the Board of Directors of PH Group Inc. (the
"Company") agreed to dismiss, effective July 21, 1998, the accounting firm of
Greene & Wallace, Inc., which had served as independent public accountants for
the Company prior to and until July 21, 1998. At the same meeting, the Company
agreed to appoint the accounting firm of Deloitte & Touche LLP to serve as
independent public accountants for the Company effective July 21, 1998. The
decision to change accountants was recommended by the Audit Committee of the
Board of Directors, and approved by the Board.
The reports of Greene & Wallace, Inc. on the financial statements for the fiscal
years ended December 31, 1996, and December 31, 1997 contained no adverse
opinion or disclaimer of opinion and neither of such reports was qualified or
modified as to uncertainty, audit scope or accounting principles.
There have been no disagreements between the Company and Greene & Wallace, Inc.
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, during the fiscal years ended
December 31, 1996, and December 31, 1997, or in the interim period of January
1,1998 through July 21, 1998, which disagreements, if not resolved to the
satisfaction of Greene & Wallace, Inc., would have caused it to make a reference
to the subject matter of the disagreements in connection with its report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) - (b) None required.
(c) Exhibits
Exhibit Number Description
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16 Letter, dated July 29, 1998, from Greene &
Wallace, Inc., in that firm's capacity as
the former independent accountants of PH
Group Inc.
Page 2 of 5 Pages
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SIGNATURES
PERSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED.
PH GROUP, INC,
AN OHIO CORPORATION
DATE: JULY 29, 1998 BY: \S\ CHARLES T. SHERMAN
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CHARLES T. SHERMAN
PRESIDENT
Page 3 of 5 Pages
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EXHIBIT INDEX
ITEM 16. EXHIBITS AND REPORTS
(a) List of Exhibits
Amended and Restated Articles of Incorporation of the Company
as filed
Exhibit Number Description Page #
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16 Letter, dated July 29, 1998, from 5
Greene & Wallace, Inc., in that firm's
capacity as the former independent
accountants of PH Group Inc.
Page 4 of 5 Pages
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Greene & Wallace, Inc.
Certified Public Accountants
& Consultants
1241 Dublin Road
Columbus, Ohio 43215
(614) 488-3126
FAX (614) 488-0095
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the PH Group, Inc.'s statements included under Item 4 of its Form
8-K dated July 21, 1998, and we agree with such statements, except that we are
not in a position to agree or disagree with PH Group, Inc.'s statement that the
firm of Deloitte & Touche LLP has been appointed as successor independent public
accountants for the Company.
/s/ Greene & Wallace, Inc.
Columbus, Ohio
July 29, 1998
