EQUITEX INC
8-K, 1999-08-23
INVESTORS, NEC
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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 Act of 1934



                Date of Report (Date of earliest event reported):
                        August 20, 1999 (August 20, 1999)



                                  EQUITEX, INC.
             (Exact name of registrant as specified in its charter)


Delaware                            0-12374                           84-0905189
- --------------------------------------------------------------------------------
(State or other                   (Commission                   (I.R.S. Employer
jurisdiction                     File Number)               Identification No.)
of incorporation)




                            7315 East Peakview Avenue
                            Englewood, Colorado 80111
                ------------------------------------------------
               (Address of principal executive offices)(Zip Code)


       Registrant's telephone number, including area code: (303) 796-8940





         (Former name or former address, if changed since last report.)


<PAGE>

ITEM 4.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     (a) On August 20, 1999, Equitex, Inc. (the "Registrant")  dismissed Davis &
Co., CPA's, P.C. as its independent certified public accountant. There have been
no adverse  opinions,  disclaimers of opinion or qualifications or modifications
as to uncertainty, audit scope or accounting principles regarding the reports of
Davis & Co., CPA's,  P.C. on the Registrant's  financial  statements for each of
the fiscal years ended  December 31, 1998 and 1997,  or any  subsequent  interim
period.  The Audit Committee of the Registrant's Board of Directors approved the
change of accountants  and that action was ratified by the Board of Directors of
the Registrant. There were no disagreements with Davis & Co., CPA's, P.C. on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures leading to their dismissal.

     There  were no  reportable  events,  in each  case,  during  either  of the
Registrant's two most recent fiscal years or any subsequent interim period.

     (b)  Simultaneously  with the  dismissal  of its  former  accountants,  the
Registrant approved and engaged Gelfond Hochstadt  Pangburn,  P.C. to act as its
independent certified public accountant as successor to Davis & Co., CPA's, P.C.
During the  Registrant's  two most recent  fiscal  years or  subsequent  interim
periods the  Registrant  has not  consulted  Gelfond  Hochstadt  Pangburn,  P.C.
regarding the application of accounting  principles to a specified  transaction,
either  completed  or  proposed;  or the type of  audit  opinion  that  might be
rendered on the Registrant's  financial  statements,  or any matter that was the
subject of a disagreement or a reportable event.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)  EXHIBITS

     16.1      Letter from Davis & Co., CPA's, P.C. dated August 20, 1999,
               addressed to the Securities and Exchange Commission.

                                      -1-
<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 hereunto duly authorized.

                                       EQUITEX, INC.



Date: August 20, 1999                  By: /s/ Thomas B. Olson
                                           --------------------------
                                           Thomas B. Olson, Secretary


                                       -2-


                    [Letterhead - Davis & Co., CPA's, P.C.]

August 20, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


     Re:            Equitex, Inc.
     SEC File No.:  0-12374


Ladies and Gentlemen:

Relative to the change in auditors, we have read the statements made by Equitex,
Inc. We understand  that these  statements are being filed with the  Commission,
pursuant to Item 4 of the  Company's  Form 8-K report dated August 20, 1999.  We
agree with the statements concerning our firm in such Form 8-K.

Sincerely,

DAVIS & CO., CPA's, P.C.


/s/ Carol A. Davis
Carol A. Davis
Certified Public Accountant

cc:  Equitex, Inc. - Henry Fong



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