OAK TREE MEDICAL SYSTEMS INC
8-K, 2000-08-24
HEALTH SERVICES
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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):    August 17, 2000


                         OAK TREE MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>

<S>      <C>                                        <C>                                   <C>
                  Delaware                                  0-16206                            02-0401674
      (State or other jurisdiction of               (Commission file number)                (I.R.S. employer
       incorporation or organization)                                                     identification no.)



           1725 Tenbroeck Avenue
              Bronx, New York                                                                    10461
  (Address of principal executive offices)                                                     (Zip code)
</TABLE>

       Registrant's telephone number, including area code: (718) 828-6996

<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant

(a)      Previous independent accountants

         On August 17, 2000,  Oak Tree Medical  Systems,  Inc.  (the  "Company")
dismissed Grant Thornton LLP ("Grant  Thornton") as the independent  accountants
for the Company.  Grant  Thornton's  report on the  financial  statements of the
Company  for the  fiscal  year  ended May 31,  1999 did not  contain  an adverse
opinion or  disclaimer  of  opinion,  and was not  qualified  or  modified as to
uncertainty,  audit scope or accounting principles.  During the Company's fiscal
year ended May 31, 1999 and through August 17, 2000, there were no disagreements
between the Company and Grant Thornton 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 Grant Thornton, would have
caused  it to make  reference  to the  subject  matter of the  disagreements  in
connection with its report.  During the Company's fiscal year ended May 31, 1999
and through August 17, 2000, Grant Thornton did not advise the Company of any of
the matters referred to in Item 304(a)(1)(iv)(B) of Regulation S-B.

(b)      New independent accountants

         On August 17, 2000,  the  Company's  Board of Directors  engaged Wiss &
Company, LLP as the Company's independent  accountants for the fiscal year ended
May 31, 2000.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)      Exhibits

16       Acknowledgement  Letter from Grant  Thornton LLP to the  Securities and
         Exchange Commission, dated August 22, 2000

<PAGE>

                                   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 thereunto duly authorized.


                                            OAK TREE MEDICAL SYSTEMS, INC.


                                            By: /s/ Simon Boltuch
                                               ---------------------------
                                            Name:  Simon Boltuch
                                            Title: Chief Executive Officer


Date:  August 24, 2000




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