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): December 15, 1999
ProHealth Medical Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 2-90519 59-2262718
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(State or other (Commission (IRS Employer
Jurisdiction of incorporation) File Number) Identification No.)
1200 Chester Industrial Parkway, Avon, Ohio 4011-1081
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Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (440) 934-0260
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DCC Acquisition Corp.
211 West Wall
Midland, TX 79701
(Former name or former address, if changed since last report.)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Prior to the Company's acquisition of ProHealth and STL on
November 1, 1999, the Company utilized the services of S.W. Hatfield, C.P.A.,
formerly S.W. Hatfield & Associates, as the Company's independent auditor.
After those acquisitions, the Company decided to utilize the services of
Wrabel & Company, ProHeath's existing accountants, because that firm was
familiar with the operations of the Company's new operating subsidiary. S.W.
Hatfield then resigned as the Company's auditor in a letter dated December
15, 1999. The Company's Board of Directors approved the change in
accountants.
Except as set forth below, S.W. Hatfield's reports on the
Company's financial statements for the years ended December 31, 1998 and 1997
did not contain an adverse opinion or disclaimer of opinion and were not
qualified as to audit scope or accounting principles. The report dated
January 25, 1999 on the financial statements for the years ended December 31,
1998, 1997 and 1996 which was contained in the Company's Annual Report on
Form 10KSB for the year ended December 31, 1998 contained the following two
paragraphs regarding a going concern qualification and a change in the
previously released financial statements for the years ended December 31,
1998, 1997 and 1996.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note A to the financial statements, the Company has no viable
operations or significant assets and is dependent upon significant
shareholders to provide sufficient working capital to maintain the
integrity of the corporate entity. These circumstances create
substantial doubt about the Company's ability to continue as a
going concern and are discussed in Note A. The financial
statements do not contain any adjustments that might result from
the outcome of these uncertainties.
On February 8, 1999, the Company filed a Form 8-K/A with the US
Securities and Exchange Commission noting that on August 10, 1998,
current management of the Company learned that 500,000 shares of
common stock had been illegally issued in years prior to 1996 and
was canceled as issued and outstanding on the discovery date (see
Note C). Accordingly, we withdraw our opinion dated February 20,
1998 and it is replaced by this document accompanying the revised
financial statements of the Company as of and for the years ended
December 31, 1997 and 1996. No reliance should be placed on our
opinion dated February 20, 1998.
During the years ended December 31, 1998 and 1997 and the
subsequent interim period through December 15, 1999, the Company has had no
disagreements with S.W. Hatfield on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure,
which, if not resolved in favor of S.W. Hatfield would have caused them to
make reference to the subject matter of the disagreement with their report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBIT
16.1 Letter of S.W. Hatfield re: Change in certifying
accountants
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.
PROHEALTH MEDICAL TECHNOLOGIES, INC.
Date: January , 2000 By:
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Dr. Robert Wolf, President
[letterhead]
S.W. Hatfield, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accounts
January 7, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, S.W.
Washington, DC 20549
Gentlemen:
On January 7, 2000, this firm received and reviewed Item 4-Changes in
Registrant's Certifying Accountant of the Form 8K to be filed by ProHealth
Medical Technologies, Inc. (formerly DCC Acquisition Corp.) (SEC
File #2-90519) during January 2000.
We have no disagreements with the statements made within Item 4 of the
referenced Form 8-K.
Yours truly,
S.W. Hatfield, CPA
/s/ Scott W. Hatfield
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Scott W. Hatfield, CPA,
for the firm
SCH./
P.O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-1212
214-342-9635 (voice) (fax) 214-342-9001
800-244-0639 [email protected]
