MODERN MEDICAL MODALITIES CORP
8-K/A, 1997-02-28
MISCELLANEOUS EQUIPMENT RENTAL & LEASING
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  FORM 8-K/A#1

                                 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 17, 1997
- --------------------------------------------------------------------------------


                      Modern Medical Modalities Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                   New Jersey
- --------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


         0-23416                                           22-3059258
- ------------------------                       --------------------------------
(Commission File Number)                       (IRS Employer Identification No.)


95 Madison Avenue, Suite 301, Morristown, N.J.                   07960
- --------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)


               Registrant's telephone number, including area code
- --------------------------------------------------------------------------------
                                 (201) 538-9955


                                       N/A
- --------------------------------------------------------------------------------
          (Former name of former address, if changed since last report)

<PAGE>

Item 1.  Changes in Control of Registrant

                    N/A

Item 2.  Acquisition of Disposition

                    N/A

Item 3.  Bankruptcy or Receivership

                    N/A

Item 4.  Changes in Registrant's Certifying Accountant

     (a) On January 17, 1997, the Company dismissed DDK & Company LLP, located
at 1500 Broadway - 12th Floor, New York, New York 10036. The Company has engaged
Weinick, Sanders & Co. LLP, located at 1515 Broadway, New York, New York 10036
as its new certified pubic accountants.

     (b) In connection with the two most recent fiscal years and subsequent
interim period preceding DDK & Company LLP's, dismissal there were no
disagreements with DDK & Company LLP on any matter of accounting principals or
practices, financial statement disclosure, or auditing scope or procedure.

     (c) DDK & Company LLP's report on the financial statements for either of
the past two years did not contain an adverse opinion or disclaimer of opinion
and was not qualified or modified.

         (A) The accountant's did not advise the registrant that the internal
controls necessary for the registrant to develop reliable financial statements
do not exist;

         (B) the accountant's did not advise the registrant that information
has come to the accountant's attention that has led it to no longer be able to
rely on management's representations, or that has made it unwilling to be
associated with the financial statements prepared by management;

         (C) the accountant's have not advised the registrant of the need to
expand significantly the scope of its audit, or that information has come to the
accountant's attention during the time period covered by Item 304(a)(1)(iv),
that if further investigated may (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
covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report (including information that may
prevent it from rendering an unqualified audit report on those financial
statements), or (ii) cause it to be unwillingly to rely on management's
representations or be associated with the registrants financial statements, and
(2) due to the accountant's resignation (due to audit scope limitations or

<PAGE>

otherwise) or dismissal, or for any other reason, the accountant did not so
expand the scope or its audit or conduct such further investigation; or

         (D)(1) the accountant's have not advised the registrant that 
information has come to the accountant's attention that it has 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 issued covering the fiscal period(s) subsequent to the
date of the most recent financial statements covered by an audit report
(inducing information that, unless resolved to the accountant's satisfaction,
would prevent it from rendering an unqualified audit report on those financial
statements), and (2) due to the accountant's resignation, dismissal or
declination to stand for re-election, or for any other reason, the issue has not
been resolved to the accountant's satisfaction prior to its resignation,
dismissal or declination to stand for re-election.

     (d) The Company has requested that DDK & Company LLP furnish them with a
letter addressed to the Securities and Exchange Commission (the "Commission")
stating whether they agree with the statements made by the Company in response
to this item, and if not, stating the respects in which he does not agree.

     (e) The decision to change accountants was recommended and approved by the
Board of Directors.

Item 5.  Other Events

                        N/A

Item 6.  Resignation of Registrant's Directors

                        N/A

Item 7.  Financial Statements and Exhibits

     a.  Financial statements of businesses acquired.

                    N/A

     b.  Pro forma financial information.

                    N/A

     c.  Exhibits.

         Attached hereto as Exhibit 16, is a copy of DDK & Company LLP's letter
addressed to the Commission stating that they agree with the statements made by
the Company.

<PAGE>

                                   SIGNATURES


                                         Modern Medical Modalities Corporation
                                         -------------------------------------
                                         (Registrant)


Date: February 18, 1997                By: /s/ Jan Goldberg
                                           -----------------------------------
                                           Jan Goldberg, Vice-President



                       [LETTERHEAD OF DDK & COMPANY LLP]


                                                       January 23, 1997


Mr. Jan Goldberg, CFO
Modern Medical Modalities Corporation
95 Madison Avenue - Suite 301
Morristown, New Jersey 07960

Dear Mr. Goldberg:

     This is to confirm that the client-auditor relationship between Modern
Medical Modalities Corporation and Subsidiaries (Commission File No. 0-23416)
and DDK & Company LLP has ceased.


                                       Sincerely,

                                       DDK & COMPANY LLP



                                       /s/ Richard S. Klinghoffer

                                       Richard S. Klinghoffer, Partner

cc:  Office of the Chief Accountant
     SECPS Letter File
     Mail Stop 9-5
     Securities and Exchange Commission
     450 Fifth Street, N.W.
     Washington, D.C. 20549



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