MEDTECH DIAGNOSTICS INC
8-K, 1999-12-30
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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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

       December 8, 1999 Date of Report (Date of earliest event reported):

                           MEDTECH DIAGNOSTICS, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

    Delaware                    33-13110                   11-2831380
- ------------------        ---------------------      ----------------------
 (State or other          (Commission File No.)         (I.R.S. Employer
 Jurisdiction of                                     Identification Number)
  Incorporation)

             900 Third Avenue, Suite 201, New York, New York 10022
             -----------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (212) 610-2778
              ----------------------------------------------------
              (Registrant's Telephone Number, including area code)

            16 East 52nd Street, Suite 501, New York, New York 10022
         -------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

Item 4.           Changes in Registrant's Certifying Accountant.

         (a)  Previous independent accountants

                  (i) On December 8, 1999, MedTech Diagnostics, Inc. dismissed
                  Grant Thornton LLP as its independent accountants.

                  (ii) The reports of Grant Thornton LLP on the financial
                  statements for the past two fiscal years contained no adverse
                  opinion or disclaimer of opinion and were not qualified or
                  modified as to uncertainty, audit scope or accounting
                  principles, however, the opinions included an explanatory
                  paragraph stating that there were conditions that raised
                  substantial doubt about the registrant's ability to continue
                  as a going concern.

                  (iii) The Board of Directors of MedTech Diagnostics, Inc.,
                  participated in and approved the decision to change
                  independent accountants.

                  (iv) In connection with its audits for the two most recent
                  fiscal years and through December 8, 1999, there have been no
                  disagreements with Grant Thornton LLP 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 LLP would have caused them to make a reference
                  thereto in their report on the financial statements for such
                  periods.

                  (v) During the two most recent fiscal years and through
                  December 8, 1999, there have been no reportable events (as
                  defined in Regulation S-K Item 304(a)(1)(v)).

                  (vi) MedTech Diagnostics, Inc. has requested that Grant
                  Thornton LLP furnish it with a letter addressed to the
                  Securities and Exchange Commission stating whether or not it
                  agrees with the above statement. A copy of the letter from
                  Grant Thornton LLP is attached hereto as Exhibit 16 to this
                  Form 8-K

         (b) New independent accountants.

                  (i) MedTech Diagnostics, Inc. engaged Kaufman, Rossin & Co. as
                  its new independent accountants, as of December 8, 1999.
                  During the two most recent fiscal years and through December
                  8, 1999, MedTech Diagnostics, Inc. has not consulted Kaufman,
                  Rossin & Co. regarding the application of accounting
                  principles to a specified transaction, either completed or
                  proposed; or the type of audit opinion that might be rendered
                  on the financial statements of MedTech Diagnostics, Inc., and
                  either a written report was provided to MedTech Diagnostics,
                  Inc. or oral advice was provided that Kaufman, Rossin & Co.
                  concluded was an important factor considered by MedTech
                  Diagnostics, Inc. in reaching a decision as to the accounting,
                  auditing, or financial reporting issue.

                   (ii) During the two most recent fiscal years and through
                  December 8, 1999, MedTech Diagnostics, Inc. has not consulted
                  Kaufman, Rossin & Co. regarding any matter that was either the
                  subject of a disagreement, as that term is defined in Item
                  304(a)(1)(iv) of Regulation S-K and the related instructions
                  to Item 304 of Regulation S-K, or a reportable event, as that
                  term is defined in Item 304(a)(1)(iv) of Regulation S-K.

                  (iii) MedTech Diagnostics, Inc. has requested that Kaufman,
                  Rossin & Co. furnish it with a letter addressed to the
                  Securities and Exchange Commission stating whether or not it
                  agrees with the above statement. A copy of the letter from
                  Kaufman, Rossin & Co. is attached hereto as Exhibit 16 to this
                  Form 8-K

<PAGE>

                                   SIGNATURES


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



                                                MedTech Diagnostics, Inc.
                                                      (Registrant)

                                                By: /s/ STEVEN N. BRONSON
                                                   ----------------------------
                                                Steven N. Bronson, Sole Officer




Dated:   December 29, 1999



                                                                    Exhibit 16



                                                          Grant Thornton, LLP



December 29, 1999


Securities and Exchange Commission
Washington D.C.  20549

Re:      MedTech Diagnostics, inc.
         File No. 33-131110

Dear Sir or Madam:

We have read Item 4 of the Form 8-K of MedTech Diagnostics, Inc., dated December
29,1999 and agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

/s/ Grant Thornton LLP

GRANT THORNTON LLP






Suite 3501
One Huntington Quadrangle
Melville, New York 11747

<PAGE>

                                    KAUFMAN
                                    ROSSIN &
                                    CO., P.A.

                            2699 South Bayshore Drive
                            Miami, Florida 33133-5486
                                WWW.KRCO.CPA.COM


December 29, 1999


Securities and Exchange Commission
Washington D.C.  20549

Ladies and Gentelmen:

We have been engages as of December 8, 1999, as the independent accountants of
Medtech Diagnostics, Inc. (the "Company", SEC File No. 33-13110), effective with
the fiscal year ended September 30, 1999.

We have been furnished with a copy of the 8-K, dated December 29, 1999. We have
read and agree with the statements made therein concerning our retention and our
prior relationship with the Company.

Very truly yours,

Kaufman, Rossin & Co.

/s/ Gregory M. Levy

Gregory M. Levy, CPA
a Partner




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