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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-KA
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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) December 6, 2000
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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)
2241 CityGate Drive, Columbus, Ohio 43219
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(Address of principal executive offices)
Registrant's telephone number, including area code: (614) 416-7250
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Not Applicable
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(Former name or former address, if changed since last report.)
Page 1 of 7 Pages
Index to Exhibits On Page 4
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective November 29, 2000, the Board of Directors of PH Group Inc. (the
"Company") agreed to discontinue the relationship with the accounting firm of
Deloitte & Touche LLP, which had served as independent public accountants for
the Company from July 21, 1998 to and until November 29, 2000. The Company
appointed the accounting firm of GBQ Partners LLP to serve as independent public
accountants for the Company effective December 1, 2000.
The reports of Deloitte & Touche LLP on the financial statements for the fiscal
year ended December 31, 1998 contained no adverse opinion or disclaimer of
opinion and no reports were qualified or modified as to uncertainty, audit scope
or accounting principles. The reports of Deloitte & Touche LLP on the financial
statements for the fiscal year ended December 31, 1999 contained no adverse
opinion or disclaimer of opinion. However, the 1999 report was modified to
include a paragraph regarding the uncertainty related to the Company's ability
to continue as a going concern.
There have been no disagreements between the Company and Deloitte & Touche LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, during the fiscal years ended
December 31, 1998, and December 31, 1999, or in the interim period of January
1,2000 through November 29, 2000, which disagreements, if not resolved to the
satisfaction of Deloitte & Touche LLP, 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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16.1 Letter, dated November 29, 2000,
from Deloitte & Touche LLP, in
that firm's capacity as the
former independent accountants
of PH Group Inc.
16.2 Letter, dated November 29, 2000,
from PH Group Inc. to Deloitte &
Touche LLP to advise of the
intention to change independent
accountants.
16.3 Letter, dated December 6, 2000,
from Deloitte & Touche LLP
regarding the disclosure in Item
4 of this Form 8-KA.
Page 2 of 7 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: DECEMBER 6, 2000 BY: \S\ CHARLES T. SHERMAN
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CHARLES T. SHERMAN
PRESIDENT
Page 3 of 7 Pages
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EXHIBIT INDEX
ITEM 16. EXHIBITS AND REPORTS
(a) List of Exhibits
Exhibit Number Description Page #
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16.1 Letter, dated November 29, 2000, from 5
Deloitte & Touche LLP, in that firm's
capacity as the former independent
accountants of PH Group Inc.
16.2 Letter, dated November 29, 2000, from 6
PH Group Inc. to Deloitte & Touche LLP
to advise of the intention to change
independent accountants.
16.3 Letter, dated December 6, 2000, from 7
Deloitte & Touche LLP, regarding the
disclosure in Item 4 of this Form 8-KA.
Page 4 of 7 Pages
