UNITED MEDICORP INC
8-K, 1999-01-27
INSURANCE AGENTS, BROKERS & SERVICE
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                                   UNITED STATES
                                          
                         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: JANUARY 27, 1999


                 DATE OF EARLIEST EVENT REPORTED: JANUARY 25, 1999


                               UNITED MEDICORP, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                           COMMISSION FILE NUMBER 1-10418


                DELAWARE                                      75-2217002
     (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)

     10210 NORTH CENTRAL EXPRESSWAY
              SUITE 400
           DALLAS, TEXAS                                           75231
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)

         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 691-2140

                        _____________________________ N.A.
           (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
                                          

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                    UNITED MEDICORP, INC. AND SUBSIDIAIRIES

ITEM 4.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

     (a)  On January 25, 1999, the Audit Committee of the Board of Director's of
United Medicorp, Inc. (the "Registrant") accepted the resignation of the firm of
PricewaterhouseCoopers LLP as the Registrant's independent auditor.

     (b)  The reports of PricewaterhouseCoopers LLP on the Registrant's
financial statements for the two years ended December 31, 1997 did not contain
an adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles, except that the report
of PricewaterhouseCoopers LLP on the Registrant's financial statements for the
year ended December 31, 1996 included an explanatory paragraph relating to an
uncertainty about the Registrant's ability to continue as a going concern.

     (c)  There were no disagreements with PricewaterhouseCoopers LLP during the
audits of the Registrant's financial statements for the two years ended December
31, 1997, and any subsequent interim period preceding the change on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of PricewaterhouseCoopers LLP, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report.

     (d)  On January 25, 1999, the Registrant appointed Hein + Associates LLP as
its independent accountant and Hein + Associates LLP accepted such appointment.

     (e)  The Registrant had no relationship with Hein + Associates LLP required
to be reported pursuant to Regulation S-K Item 304. (a)(2) during the two years
ended December 31, 1997 or the subsequent interim period prior to and including
January 25, 1999.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

<TABLE>
<CAPTION>
     Exhibit Number      Description
     --------------      -----------
     <S>                 <C>
          16.1           Letter of PricewaterhouseCoopers LLP to the Securities
                         and Exchange Commission included herein pursuant to the
                         requirements of Item 304(a) of Regulation S-K.
</TABLE>


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                    UNITED MEDICORP, INC. AND SUBSIDIARIES



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.


                                UNITED MEDICORP, INC.
                                     (REGISTRANT)



By: /s/ R. Kenyon Culver                               Date: January 27, 1999
   -------------------------------------------              -----------------
    R. Kenyon Culver
    Vice President and Chief Financial Officer
      (Principal Accounting Officer) 





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                      UNITED MEDICORP, INC. AND SUBSIDIARIES

EXHIBIT 16.1 TO FORM 8-K  


                     (Letterhead of PricewaterhouseCoopers LLP)


PricewaterhouseCoopers LLP
2001 Ross Avenue, Suite 1800
Dallas, Texas 75201-2997
Telephone (214) 754-7900



January 25, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

We have read Item 4 of United Medicorp, Inc.'s Form 8-K dated January 27, 1999
and are in agreement with the statements contained in paragraphs 4(a)-(c)
therein. 

Yours very truly,

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP



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