MICROTECH MEDICAL SYSTEMS INC
8-K, 1997-02-24
LABORATORY APPARATUS & FURNITURE
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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



     Date of report (Date of earliest event reported): February 19,1997


                               ECLIPSE CORPORATION
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)





           Colorado                    2-94117-D                   84-0867911
- --------------------------------------------------------------------------------
  State or Other Jurisdiction        (Commission                 (IRS Employer
   of Incorporation)                 File Number)             Identification No)


Holly Sugar Building, Suite 330, 2 N. Cascade Avenue,Colorado Springs, CO. 80903
- --------------------------------------------------------------------------------
Address of Principal Executive Office)                                (Zip Code)


  Registrant's telephone number, including Area Code:   719/520-1800
                                                        ------------

<PAGE>


ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     (A) Company's previous independent auditors, Hein & Associates, resigned in
June of 1996.  Company  filed its 8-K and 8-Ka with respect  thereto in a timely
fashion.

     (B) New  Independent  Accountant.  On the 19th day of February,  1997,  the
Board of Directors of the Company  elected  Cordovano & Co., 201 Steele  Street,
Suite 300, Denver, CO, 80206, as its new independent accountant. Cordovano & Co.
will  audit the  Company's  financial  statements  for the  fiscal  year  ending
December 31, 1996,  and will assist the Company in the  preparation  of its Form
10-KSB for such period. In the two most recent fiscal years and through the 19th
day of February, 1997, the Company has not previously consulted with Gordovano &
Go. and has not  consulted  with  Gordovano & Co. on items which  concerned  the
subject matter of a disagreement or reportable event with its previous auditors,
Hein & Associates (as described in Regulation SB, Item 304(a)(2).


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(A) Financial Statements.  Not applicable.

(B) Proforma Financial Information.  Not applicable.

(C) Exhibits.  Not applicable.


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<PAGE>


                                 SIGNATURE

     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.

Date: February 19. 1997
      --------------------

                                 ECLIPSE CORPORATION


                                 By:  /s/ J. Royce Renfrow
                                     -----------------------
                                        J. ROYCE  RENFROW
                                 Corporate Secretary / General Counsel


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