SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
May 10, 2004
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Date of Report
(Date of Earliest Event Reported)
OMNI MEDICAL HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
UTAH 0-26177 87-0425275
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(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
1107 Mt. Rushmore Road, Suite 2
Rapid City, South Dakota 57701
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(Address of Principal Executive Offices)
(605) 718-0380
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Registrant's Telephone Number
Item 4. Changes in Registrant's Certifying Accountant.
On November 10, 2003, the Board of Directors of Omni Medical Holdings,
Inc. (the "Company") voted to retain Gelfand, Hochstadt Pangburn, P.C., as the
Company's audit firm for its fiscal year ended March 31, 2004.
On May 10, 2004, our Board of Directors resolved to dismiss Gelfand,
Hochstadt Pangburn, P.C., as our principal independent accountant and to
retain Mantyla McReynolds, Certified Public Accountants, of Salt Lake
City, Utah, as our new principal independent accountant, and to audit our
financial statements for the fiscal year ended March 31, 2004.
During the fiscal year ended March 31, 2003, and through the date of this
Current Report, there were no disagreements between us and Gelfand, Hochstadt
Pangburn, P.C., whether resolved or not resolved, on any matter of accounting
principles or practice, financial statement disclosure or auditing scope or
procedure, which, if not resolved, would have caused them to make reference to
the subject matter of the disagreement in connection with their reports.
Gelfand, Hochstadt Pangburn, P.C. did not prepare any report that
contained any adverse opinion or disclaimer of opinion or that was qualified
or modified as to uncertainty, audit scope or accounting principles.
During the fiscal year ended March 31, 2003, and through the date of this
Current Report, Gelfand, Hochstadt Pangburn, P.C. has not advised us that any
of the following exists or is applicable:
(1) That the internal controls necessary for us to develop
reliable financial statements do not exist, or that information
has come to their attention that has led them to no longer be able
to rely on our management's representations or that has made them
unwilling to be associated with the financial statements prepared
by management;
(2) That our company needs to expand significantly the scope of our
audit, or that information has come to their attention that if
further investigated may materially impact the fairness or
reliability of a previously issued audit report or the underlying
financial statements or any other financial presentation, or cause
them to be unwilling to rely on management's representations or be
associated with our financial statements for the foregoing reasons
or any other reason; or
(3) That they have advised us that information has come to their
attention that they have concluded materially impacts the fairness
or reliability of either a previously issued audit report or the
underlying financial statements for the foregoing reasons or any
other reason.
During our most recent fiscal year, and through the date of this Current
Report, we have not consulted Mantyla McReynolds 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 our financial
statements or any other financial presentation whatsoever.
We have provided Gelfand, Hochstadt Pangburn, P.C. with a copy of the
disclosure provided under this Item of this Current Report and have advised
them to provide us with a letter addressed to the Securities and Exchange
Commission as to whether they agree or disagree with the disclosures made
herein. A copy of their response is attached hereto and incorporated herein
by this reference. See Item 7 of this Current Report.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit
Number Description
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16 Letter from Gelfand, Hochstadt Pangburn, P.C.
Incorporated by Reference.
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None; not applicable.
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.
OMNI MEDICAL HOLDINGS, INC.
Date: May 7, 2004 /s/ Arthur D. Lyons
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Arthur D. Lyons, President