DALTEX MEDICAL SCIENCES INC
8-K/A, 1998-03-06
PHARMACEUTICAL PREPARATIONS
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                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                  FORM 8-K/A


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):     March 6, 1998
                                                   -------------------




                          DALTEX MEDICAL SCIENCES, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


       Delaware                       0-14026                   13-3174562
- -------------------------------------------------------------------------------
(State or Other Jurisdiction     (Commission File             (IRS Employer
of Incorporation)                    Number)                Identification No.)


        7777 Glades Road, Suite 214
           Boca Raton, Florida                                 33434
- -------------------------------------------------------------------------------
          (Address of Principal                              (Zip Code)
            Executive Offices)




                                 (561) 994-0511
- -------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)



                       50 Kulick Road, Fairfield, NJ 07004
- -------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
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Item 4.           Changes in Registrant's Certifying Accountant.

                  Daltex Medical Sciences, Inc. (the "Company") dismissed KPMG
Peat Marwick LLP ("KPMG") on February 20, 1998 due to the change in location of
the Company's corporate offices. This dismissal was approved by the Board of
Directors. KPMG's dismissal was amicable. The report of KPMG on the Company's
financial statements for the fiscal years ended July 31, 1995 and July 31, 1996
included an explanatory paragraph which stated that the Company's recurring
losses and working capital and total shareholders' deficits raised substantial
doubt about the Company's ability to continue as a going concern and precluded
the expression of an opinion on the Company's financial statements for the
fiscal years ended July 31, 1995 and July 31, 1996. The Annual Report on Form
10-K for the fiscal year ended July 31, 1997 has not yet been filed. There have
not been any disagreements or "reportable events" (within the meaning of Rule
304(a)(1)(v) promulgated under the Securities Act of 1933, as amended, between
KPMG and the Company regarding the subject matter of their reports.

                  The Company engaged the accounting firm of Margolies, Fink and
Wichrowski ("M,F&W") of Boca Raton, Florida immediately following the dismissal
of KPMG. The Company had not consulted M,F&W on any accounting or financial
issues prior to their engagement.

                                       2
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                DALTEX MEDICAL SCIENCES, INC.
                                                         (Registrant)


                                             /s/ Bruce Hausman
                                             ----------------------------------
Date:  March 6, 1998                         By: Bruce Hausman
                                             Title: President and Chief
                                                    Executive Officer


<PAGE>

                                                                  Exhibit 99.1

Peat Marwick LLP                Telephone 201 467-9650    Telefax 201 467 7930
New Jersey Headquarters
150 John F. Kennedy Parkway
Short Hills, NJ 07078

                                                             February 26, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for Daltex Medical Sciences, Inc. and,
under the date of September 19, 1996, we reported on the financial statements of
Daltex Medical Sciences, Inc. as of July 31, 1996 and 1995 and for each of the
years in the three-year period ended July 31, 1996 and for the period from July
28, 1983 (date of inception) to July 31, 1996. On February 20, 1998, our
appointment as principal accountants was terminated. We have read Daltex Medical
Sciences, Inc. statements included under Item 4 of its Form 8-K dated February
20, 1998, and we agree with such statements.

                                       Very truly yours,

                                       /s/ KPMG Peat Marwick LLP
                                       -----------------------------------------

     Member Firm of
     KPMG International


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