MEDICAL ADVISORY SYSTEMS INC
8-K, 1999-09-20
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20594

                                    FORM 8-K

                                 CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                               September 13, 1999
                        (Date of earliest event reported)

                         MEDICAL ADVISORY SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                       <C>                                <C>
Delaware                                       2-98314-W                                  52-1233960
(State or other jurisdiction              (Commission File No.)              (IRS Employer Identification No.)
of incorporation or organization)
</TABLE>

            8050 Southern Maryland Boulevard, Owings, Maryland 20736
                    (Address of principal executive offices)

                                 (301) 855-8070
                         (Registrant's telephone number)


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ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

      On September 13, 1999, Medical Advisory Systems, Inc. (the "Company")
replaced its certifying accountant, Stefanou & Company, LLP ("Stefanou").
Stefanou's report on the financial statements for either of the past two years
did not contain an adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
The decision to replace Stefanou was approved by the Company's Board of
Directors. During the two most recent fiscal years and subsequent interim
periods, the Company has not had any disagreements with Stefanou on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure. The Company has engaged BDO Seidman, LLP ("BDO") as
its certifying accountant as of September 13, 1999 for the Company's fiscal year
ending October 31, 1999. The Company has not consulted BDO previously.
Stefanou's letter, which is required pursuant to Item 304(a)(3) of Regulation
S-B, is attached.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

<TABLE>
<CAPTION>
Exhibit No.
- -----------
<S>   <C>
16    Letter from Stefanou & Company, LLP to the Commission, dated September 17, 1999.
</TABLE>

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                                   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.

Date:  September 17, 1999           /s/ Robert P. Crabb
                                    ------------------------------------
                                    Robert P. Crabb
                                    Secretary


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                            STEFANOU & COMPANY, LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

                               1360 Beverly Road
                                   Suite 305
                             McLean, VA 22101-3621
                                  703-448-9200
                               703-448-3515(fax)

                                                                Philadelphia, PA


                                                September 17, 1999




Securities and Exchange Commission
Washington, DC  20549

Re:  Medical Advisory Systems, Inc.
     File No. 2-98314-W

Dear Sir or Madam:

     We have read Item 4 of the Form 8-K of Medical Advisory Systems, Inc. dated
September 17, 1999, and agree with the statement contained thereon.

                                             Sincerely,

                                         /s/ STEFANOU & COMPANY, LLP
                                             ---------------------------------
                                             Stefanou & Company, LLP




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