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): April 11, 2001
ProHealth Medical Technologies, Inc.
(Exact name or registrant as specified in its charter)
Nevada 2-90519 59-2262718
(State of (Commission File No.) (I.R.S. Employer
incorporation) Identification No.)
211 West Wall, Midland, Texas 79701
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (915) 682-1761
Item 1. Changes in Control of Registrant
On October 22, 1999, the Company executed two Agreements and Plans of
Reorganization (the "Agreements") whereby the Company was to simultaneously
acquire two private entities. The Agreements were mutually contingent upon the
complete closing of each acquisition. Pending closing, the entities continued to
operate as separate businesses.
In anticipation of the closing of these transaction and in accordance with the
Agreements the Company convened a Board of Directors Meeting on October 22, 1999
and changed the name from DCC Acquisition Corp to ProHealth Medical
Technologies, Inc. and approved and enacted a 1:10 reverse split of its Common
Stock $.0001 par value with fractional shares rounded up to the nearest whole
share. As a result of the private entity's inability to fulfill its obligations
under its agreement with the Company, the closing of the acquisitions did not
take place as planned.
In January 2001 the former officers and directors of the Company reached an
agreement with the parties to the Agreements to recognize the failure of the
merger and agreed to return as Management of the Company. All books and records
were returned to the former management of the Company and the companies mutually
released and discharged each other with regard to the failed transaction.
Pursuant to the rescission agreement, all shares issued pursuant to the
Agreements were rescinded and returned to the Company's treasury, and the
Company appointed Glenn A. Little as President and Director and Matthew Blair as
Secretary and Director.
Item 4. Changes in Registrant's Certifying Accountant
On December 15, 1999, the Company filed a Form 8-K disclosing the resignation of
the Company's then independent certified public accounting firm, S.W. Hattield,
CPA(Hatfield). This document announced the appointment of Wrabel & Company to be
the successor firm. Although interviews with Wrabel & Company took place the
Company never executed an engagement letter with Wrabel & Company and the
disclosure by former management of the engagement was premature. Wragel &
Company preformed no services of any type for the Company between December 15,
1999 and the date of this report.
On April 6, 2001, as a result of the change in control of the Company, S.W.
Hatfield CPA accepted reappointment as the Company's independent certified
public accounting firm to audit the Company's financial statements beginning
with the year ending December 31, 1999 and to review the Company's quarterly
filings beginning with the quarter ended March 31, 2000.
Between the period of December 15, 1999 and April 6, 2001, the Company held no
discussions with S.W. Hatfield, CPA on any matter of accounting principals or
practices, financial statement disclosure or accounting scope or procedure.
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, thereunto duly authorized.
Dated: April 11, 2001
ProHealth Medical Technologies, Inc
By: /s/ Glenn A. Little
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Glenn A. Little, President