IATROS HEALTH NETWORK INC
8-K, 1999-01-22
SKILLED NURSING CARE FACILITIES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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): JANUARY 7, 1999

                          IATROS HEALTH NETWORK, INC.
- -------------------------------------------------------------------------------
              (Exact name of Company as specified in its charter)

<TABLE>
<CAPTION>

              Delaware                              0-20345                             23-2596710
- -----------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                  <C>
  (State or other jurisdiction of                (Commission                           (IRS Employer
          incorporation)                         File Number)                       Identification No.)

- -----------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<S>                                                                                  <C>
          11910 Greenville Avenue, Suite 300, Dallas, TX                                75243
- -----------------------------------------------------------------------------------------------------------------
           (Address of principal executive offices)                                  (Zip Code)

</TABLE>

        Company's telephone number, including area code: (888) 900-1133
<PAGE>   2

ITEM 4.           CHANGES IN COMPANY'S CERTIFYING ACCOUNTANT.

         On January 11, 1999, the Board of Directors of Iatros Health Network,
Inc. (the "Company") approved the engagement of Weaver and Tidwell L.L.P.
("Weaver and Tidwell") as the Company's independent certified public
accountants to audit the Company's consolidated financial statements. During
the last two fiscal years and each subsequent interim period, the Company has
not consulted with Weaver and Tidwell 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 Company's financial
statements or on any matter that was the subject of a disagreement or a
reportable event.

         Also, on January 7, 1999, the Company terminated its relationship with
Asher & Company, Ltd. ("Asher & Company") as the Company's independent certified
public accountants. During the two most recent fiscal years or any subsequent
interim period, except for the auditors' report dated April 23, 1998 which
included a going concern qualification, there have been no adverse opinions,
disclaimers of opinion or qualifications or modifications as to uncertainty,
audit scope or accounting principles regarding the reports of Asher & Company,
and there have been no disagreements between management and Asher & Company on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure of a nature which if not resolved to
the satisfaction of Asher & Company would have caused it to make reference to
the subject matter of such disagreement in connection with its report.


ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
               EXHIBITS.

       (c)     EXHIBITS.

               16.1   Letter of Asher and Company dated January 21, 1999 
                      regarding change in certifying accountant.

                                   SIGNATURE

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

                                                 IATROS HEALTH NETWORK, INC.
                                                 ---------------------------
                                                 (Company)


Date:  January 20, 1999                 By:      /s/
                                                 ----------------------------
                                                 Ronald E. Lusk, Chairman






<PAGE>   3
                                 EXHIBIT INDEX


Exhibit        Description
- -------        -----------

16.1           Letter of Asher and Company dated January 21, 1999 regarding 
               change in certifying accountant.

<PAGE>   1
                       [ASHER & COMPANY, LTD. LETTERHEAD]


                                           January 21, 1999

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

      RE: Iatros Health Network, Inc. 0-20345

      We were previously the principal accountant for Iatros Health Network, 
Inc. and, under the date of April 23, 1998, we reported on the consolidated 
financial statements of Iatros Health Network, Inc. and Subsidiaries as of 
December 31, 1997 and 1996 and for each of the three years in the period ended 
December 31, 1997. On January 7, 1999, our appointment as principal accountant 
was terminated. We have read Iatros Health Network, Inc.'s statements included 
under Item 4 of its Form 8-K dated January 20, 1999 and we agree with such 
statements.

                                           Very truly yours,


                                        /s/ ASHER & COMPANY, LTD.
                                            ASHER & COMPANY, Ltd.

DLD/cm


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