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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, 1999
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PHOTOMATRIX, INC.
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(Exact name of registrant as specified in its charter)
California 0-16055 95-3267788
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1958 Kellogg Ave., Carlsbad, California 92008
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(Address of principal executive offices) (Zip Code)
(760) 431-4999
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEMS 1 - 3. Not applicable.
ITEM 4. Changes in Registrant's Certifying Accountants.
KPMG LLP was previously the principal accountant for Photomatrix, Inc. On
February 19, 1999, that firm resigned. The reports of KPMG LLP on the Company's
consolidated financial statements for the past two fiscal years did not contain
an adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles. In connection with
the audits of the Company's financial statements for each of the two fiscal
years ended March 31, 1998, and in the subsequent interim period through
February 19, 1999, there were no disagreements with KPMG LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of KPMG LLP
would have caused KPMG LLP to make reference to the matter in their report. The
Company has requested KPMG LLP to furnish it a letter addressed to the
Commission stating whether it agrees with the above statements. A copy of that
letter, dated February 25,1999, is filed as Exhibit 16 to this Form 8-K.
ITEMS 5 AND 6. Not applicable.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits. Exhibit Number Description
16 Letter from KPMG LLP re change in certifying accountants
ITEMS 8 AND 9. Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHOTOMATRIX, INC.
Date: February 25, 1999
by /s/ Roy L. Gayhart
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Roy L. Gayhart
Chief Financial Officer
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EXHIBIT 16
[LETTERHEAD]
February 25, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Photomatrix, Inc. and, under the
date of May 29, 1998, we reported on the consolidated financial statements of
Photomatrix, Inc and subsidiaries as of and for the years ended March 31,
1998 and 1997. On February 19, 1999, we resigned. We have read Photomatrix,
Inc.'s statements included under Item 4 of its Form 8-K dated February 25,
1999, and we agree with such statements.
Very truly yours,
/s/ KPMG LLP
