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):
December 22, 1997
TELMED, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20438 65-0273037
State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation)
9350 SOUTH DIXIE HIGHWAY, SUITE 1220, MIAMI, FLORIDA 33156
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 670-9773
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a)(1)(i) Schneider Ehrlich & Wengrover LLP ("SEW") resigned as
the Registrant's auditor on December 22, 1997.
(ii) During the Registrant's past two fiscal years, SEW's
reports on the Registrant's financial statements
neither contained any adverse opinions or disclaimers
of opinions nor were qualified or modified as to
uncertainty, except that SEW's report of January 24,
1997 expressed substantial doubt about the
Registrant's ability to continue as a going concern.
(iii) Because SEW resigned, such decision was not addressed
by the Board of Directors of the Registrant or any
committee thereof.
(iv) During the past two fiscal years, there were no
disagreements with SEW 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
SEW, would have caused it to make reference to the
subject matter of the disagreements in connection
with its reports.
(v) During the past two fiscal years, SEW did not advise
the Registrant of any of the following: (A) That the
internal controls necessary for the Registrant to
develop reliable financial statements did not exist;
(B) that information had come to SEW's attention that
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; (C) that the Registrant should expand
significantly the scope of the audit, or that
information had come to SEW's attention, that if
further investigated, could (x) materially impact the
fairness and reliability of a previously issued audit
report or the underlying financial statements, or the
financial statements issued or to be issued for the
period subsequent to the financial statements covered
by the audit report, (y) or cause SEW to be unwilling
to rely on management's representations or be
associated with the Registrant's financial
statements, and due to SEW's resignation, SEW did not
so expand the scope of its audit or conduct such
further investigation; or (D) that information had
come to SEW's attention that it concluded materially
impacted 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 covering the fiscal period
subsequent to the date of the most recent financial
statements covered by an audit report, and due to
SEW's resignation, the issue has not been resolved to
SEW's satisfaction.
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<PAGE>
ITEM 7. FINANCIAL STATEMENTS, AND EXHIBITS.
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
16 Letter regarding Change in Certifying Accountant.
SIGNATURES
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 hereunto duly authorized.
TELMED, INC.
By:/s/ SYED NAQUI
-------------------------------------
Syed Naqui,
Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: January 6, 1998
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
16 Letter regarding Change in Certifying Accountant
EXHIBIT 16
SCHNEIDER EHRLICH & WENGROVER LLP
CERTIFIED PUBLIC ACCOUNTANTS
1000 WOODBURY ROAD
WOODBURY, NEW YORK 11797
TEL: (516) 495-0400 FAX: (516) 486-0414
JERRY SCHNEIDER, CPA MEMBERS
DEAN HILTZIK, CPA AMERICAN INSTITUTE OF CPAs
MORDECAI LERER, CPA SEC PRACTICE SECTION
TERRY L. EHRLICH, CPA NEW YORK STATE SOCIETY OF CPAs
HARRIET GREENBLATT, CPA -------
BERNARD WENGROVER, CPA 757 THIRD AVENUE
ARTHUR M. ROSENSTEIN, CPA NEW YORK, NEW YORK 10017
HAROLD HILTZIK, CPA TEL: (212) 564-4330
January 7, 1998
Jeffrey Binder, Chairman
TelMed, Inc.
9350 S. Dixie Highway, Suite 1220
Miami, FL 33156
Dear Mr. Binder:
We have read the information contained in Form 8-K dated December 22, 1997 of
TelMed, Inc., Commission File No. 0-20438. We do not disagree with any of the
information contained therein.
Yours truly,
/s/ SCHNEIDER EHRLICH & WENGROVER LLP
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Schneider Ehrlich & Wengrover LLP
SEW:ers\binder10.ltr
