PHYMED INC
8-K, 2000-04-04
MEDICAL LABORATORIES
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                       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


                                 March 28, 2000

                        (Date of earliest event reported)


                                  PHYMED, INC.

             (Exact name of registrant as specified in its charter)


            OKLAHOMA                                  73-1457920
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

                                     0-10701
                            (Commission File Number)

                        9603 White Rock Trail, Suite 100
                               Dallas, Texas 75238
                    (Address of principal executive offices)

                                 (214) 340-9912
              (Registrant's telephone number, including area code)






<PAGE>





Item 4.  Changes in Registrant's Certifying Accountant

         The last audit of the  Registrant's  financial  statements  was for its
fiscal year ended December 31, 1998. Grant Thornton LLP performed the audit.

         On March 28, 2000,  the  Registrant  and Grant  Thornton LLP terminated
their previous audit relationship.

         During the last two years, no audit report of Grant Thornton LLP on the
financial  statements  of the  Registrant  contained  any  adverse  opinion or a
disclaimer  of  opinion,  or  was  modified  as to  audit  scope  or  accounting
principles,  except  that Grant  Thornton  LLP  modified  both 1997 &1998  audit
reports as to uncertainty  related to the Registrant's  ability to continue as a
going concern.

          There were no  disagreements  with Grant Thornton LLP on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure  during the Registrant's two most recent fiscal years and any
subsequent interim period preceding such termination.

         The decision to dismiss  accountants  was approved by the  Registrant's
Board of Directors.

Item 7.  Financial Statements and Exhibits

         (a)      Financial statements of business acquired.

                  Not applicable

         (b)      Proforma financial information

                  Not applicable

         (c)      Exhibits

                  16.      Letter dated March 31, 2000, from Grant Thornton LLP.



<PAGE>


                                   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 thereto duly authorized.

Date: March 4, 2000                     PHYMED, INC.
                                        (Registrant)

                                        /s/ George C. Barker
                                        -------------------------------------
                                        George C. Barker
                                        President and Chief Executive Officer

                                        /s/ David L. Moore
                                        -------------------------------------
                                        Chief Financial Officer










March 27, 2000

Securities and Exchange Commission
450 Fifth Street, NW

Washington, D.C. 20549

Gentlemen:

We have read and agree with the  comments in Item 4 of Form 8-K of PhyMed,  Inc.
(commission file no. 0-10701) dated March 28, 2000 and are in agreement with the
statements contained therein. We are not in a position to agree or disagree with
the fifth paragraph.





 /s/ Grant Thornton LLP
- ---------------------------
     Grant Thornton LLP








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