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UNITED STATES
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) May 8, 1998 (May 5, 1998)
Commission File No. 0-11772
NU-TECH BIO-MED, INC.
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(Exact name of registrant as specified in its charter)
Delaware 25-1411971
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation of organization)
476 Main Street, Suite 3-DFL, Wakefield, Rhode Island 02879
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (401) 789-9995
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(Former name or former address, if changed since last report.)
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ITEM 5. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
By letter dated May 5, 1998, the Company was notified by Ernst & Young
LLP ("E&Y") that E&Y's relationship as independent auditors for the Company has
ceased. The Company believes that termination of the auditing relationship was
due to the inability of the Company to pay to that firm fees previously incurred
and past due and owing, and that such decision did not result from any
disagreement or dispute concerning accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
As of the date hereof, the Company's financial statements for the year
ended December 31, 1997, have not been audited or reported on by any independent
accounting firm. For the year ended December 31, 1996, the report of E&Y on the
Company's financial statements for such year included a qualification concerning
the ability of the Company to continue as a going concern and that the financial
statements of the Company did not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of that uncertainty. For the years ended December 31, 1995, and 1994, no
qualification or other disclaimer was included in the reports of E&Y on the
financial statements of the Company for such years.
During the years ended December 31, 1996, and December 31, 1997, and
from January 1, 1998, through and including May 5, 1998, there were no
disagreements between the Company and E&Y 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 E&Y, would have
caused it to make a reference to the subject matters of such disagreements in
connection with their report.
The notification from E&Y that its relationship as independent auditors
for the Company has ceased also included a similar notification for Physicians
Clinical Laboratory, Inc. ("PCL"), in which the Company owns 52.6% of the
outstanding Common Stock.
Although the Company has not yet formally engaged new independent
auditors, it has had recent discussions with Grant Thornton LLP concerning the
engagement of that firm as the Company's new auditors, and Grant Thornton has
indicated its willingness to accept the engagement, subject to its review of
E&Y's work papers. The Company anticipates that Grant Thornton, if it accepts
the engagement as independent auditors for the Company, will also become
independent auditors for PCL.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) and (b) - Not Applicable
(c) Exhibits
1. Letter from Ernst & Young LLP required pursuant to
Rule 304(a)(3) of Regulation S-B (to be filed by amendment)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
NU-TECH BIO-MED, INC.
By: /s/ J. Marvin Feigenbaum
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J. Marvin Feigenbaum
Chairman of the Board,
President, Chief Executive
and Chief Financial Officer
Dated: May 8, 1998
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