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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: NOVEMBER 22, 1996
MEDICAL ASSET MANAGEMENT, INC.
A Delaware Corporation
COMMISSION FILE NO. 0-27236 EIN: 33-0359976
4447 E. Broadway, Suite 102
Mesa, Arizona 85206
Telephone: 602-830-7414
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ITEM 4.1. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On November 15, 1996, the Board of Directors of the Company
appointed Ernst & Young, LLP, as independent accounts to audit the financial
statements of the Company and it's subsidiaries for the Company's fiscal year
ending December 31, 1996. The Company's current independent accounts,
Harlan & Boettger, audited the financial statements of the Company and it's
subsidiaries of the Company's fiscal years ended December 31, 1995 and 1994.
(b) The decision to change independent accountants effective with the
1996 fiscal year was recommended by the Company's management and approved by the
Board of Directors. The change from Harlan & Boettger to Ernst & Young, LLP,
results from the rapid expansion of the Company's operations on a national basis
and the Company's belief that a nationally recognized accounting firm with
expertise in health care would provide valuable assistance to the Company.
(c) The report of Harlan & Boettger on the financial statements of
the Company and it's subsidiaries for the Company's fiscal years ended December
31, 1995 and 1994 did not contain an adverse opinion or a disclaimer of opinion,
nor was it qualified or modified as to uncertainty, audit scope, or accounting
principles. Subsequent to the issuance of the financial statements of the
Company for fiscal years ended December 31, 1995 and 1994, the Company's
management and Harlan & Boettger have determined to restate the Company's
financial statements for fiscal years ended December 31, 1995 and 1994 to
reflect a revision in the Company's approach of accounting for nonforfeitable
stock committed to be issued in future periods and other matters.
(d) During the Company's fiscal years ended December 31, 1995 and
1994, there were no disagreements with Harlan & Boettger on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of Harlan & Boettger, would have caused it to make a reference to the subject
matter of the disagreement(s) in connection with it's report.
(e) During the Company's fiscal years ended December 31, 1995 and
1994, Harlan & Boettger, did not advise the Company:
(1) that internal controls necessary for the Company to develop
reliable financial statements did not exist;
(2) that information had come to it's attention that had led it
to no longer be able to rely on management's representations, or that had made
it unwilling to be associated with the financial statements prepared by
management;
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(3) of the need to expand significantly the scope of it's audit,
or that information had come to it's attention that, if further investigated,
might (i) materially impact the fairness or reliability of either a previously
issued audit report or the underlying financial statements, or the financial
statements issued or to be issued governing the fiscal period(s) subsequent to
the date of the most recent financial statements covered by an audit report, or
(ii) cause it to be unwilling to rely on management's representations or be
associated with the Company's financial statements; or
(4) that information had come to it's attention that it had
concluded materially impacts the fairness or reliability of either (i) a
previously issued audit report or the underlying financial statements, or (ii)
the financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements covered by an
audit report.
(f) During the Company's fiscal years ended December 31, 1995 and
1994, neither the Company nor anyone on it's behalf consulted Ernst & Young,
LLP, regarding either application of accounting principals to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, and neither a written
report nor oral advice was provided to the Company by Ernst & Young, LLP.
(g) The Company requested the Harlan & Boettger furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the statements contained in paragraphs (c),(d), and (e)
above. A copy of the requested letter is filed as Exhibit 1 to this report Form
8-K.
SIGNATURE
Pursuant To the requirements of the Securities Exchange Act of 1934, this
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
MEDICAL ASSET MANAGEMENT, INC.
Dated: November 22, 1996
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By: /s/John Regan
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John Regan, President
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EXHIBIT 1
November __, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street NW
Washington, DC 20549
RE: MEDICAL ASSET MANAGEMENT, INC. - FILE NO. 0-27236
Gentlemen:
We have read the Form 8-K dated November 22, 1996, of Medical Asset Management,
Inc., filed with the Securities and Exchange Commission, and are in agreement
with the statements contained in paragraphs (c), (d), and (e) therein.
Very truly,
HARLAN & BOETTGER
By: ____________________________
