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 earliest event reported) May 5, 1998
EMBRYO DEVELOPMENT CORPORATION
--------------------------------
(exact name of registrant as specified in its charter)
DELAWARE
--------
(State or other jurisdiction of incorporation)
1-13713 13-3832099
(Commission File Number) (IRS Employer Identification
Number)
750 Lexington Avenue, Suite 2750, New York, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:(212) 355-8484
(Former name or former address, if changed since last
report)
Item 4. Changes in Registrant's Certifying Accountant
- ------- ---------------------------------------------
(a) Holtz Rubenstein & Co., LLP, Registrant's former
independent accountant previously engaged as the principal
accountant to audit the Registrant's financial statements, was
dismissed on May 5, 1998. On May 5, 1998, the Board of Directors of
Registrant appointed Moore Stephens, P.C. as independent auditors
of Registrant for the fiscal year ending April 30, 1998.
(b) During the two most recent fiscal years and interim period
subsequent to April 30, 1997, there have been no disagreements with
Holtz Rubenstein & Co., LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure or any reportable events.
(c) Holtz Rubenstein & Co., LLP's report on the financial
statements for the past two years contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.
(d) The Registrant has requested that Holtz Rubenstein & Co.,
LLP furnish it with a letter addresed to the SEC stating whether it
agrees with the above statements. A copy of Holtz Rubenstein's
letter to the SEC, dated May 7, 1998, is filed as Exhibit 16 to the
Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits.
16. Letter from Holtz Rubenstein & Co., LLP re Change in
Certifying Accountant dated May 7, 1998.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly authorized and caused the
undersigned to sign this Report on the Registrant's behalf.
EMBRYO DEVELOPMENT CORPORATION
By: /s/ Matthew Harriton
---------------------
Matthew Harriton
President
Dated: May 7, 1998
<HOLTZ RUBENSTEIN LETTERHEAD>
HOLTZ RUBENSTEIN & CO., LLP
CERTIFIED PUBLIC ACCOUNTANTS
May 7, 1998
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
We were previously principal accountants for Embryo Development
Corporation, and on June 12, 1997 we reported on the consolidated
financial statements of Embryo Development Corporation and
Subsidiary ("Embryo") as of and for the two years ended April 30,
1997. On May 5, 1998, we were dismissed as principal accountants
of Embryo. We have read Embryo's statements included under Item
4 of its Form 8-K for May 5, 1998, and we agree with such
statements.
Very truly yours,
/s/ Holtz Rubenstein & Co., LLP
- --------------------------------
125 Baylis Road, Melville, NY 11747-3823 Fax 516/752-1742 516/752-7400
