UNITED STATES 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): November 10, 2006
MED-TECH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-51574 98-0442163
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
Suite 2200 - 1177 West Hastings Street
Vancouver, British Columbia, Canada V6E 2K3
(Address of principal executive offices)
(Registrant's telephone number, including area code) (604) 688-7526
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Not Applicable
(Former name or former address, if changed since last report)
Copies to:
Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) On November 10, 2006, Med-Tech Solutions, Inc. (the "Company"), was notified
by MacKay LLP ("MacKay"), its independent accountants, that effective as of
September 21, 2006, MacKay declined to stand for re-appointment as the Company's
independent accountants for the 2006 fiscal year.
(ii) Except for a "Going Concern" disclaimer issued by the Company's accountants
in connection with the audit of the Company's financial statements for the
period from inception on May 28, 2004 through October 31, 2005 (the "Period"),
the reports of MacKay LLP on the financial statements for the Period contained
no adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principle.
(iii) In connection with its audits for the Period and up to the date of this
Current Report, there have been no disagreements with MacKay LLP 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 MacKay LLP would have caused them to make reference thereto in
their report on the financial statements for such years.
(iv) During the Period and up to the date of this Current Report, the former
accountant did not advise the Company with respect to items listed in Regulation
S-B Item 304(a)(1)(iv)(B)).
(v) The Company has requested that MacKay LLP furnish it with a letter addressed
to the SEC stating whether or not it agrees with the above statements. A copy of
such letter is filed with this Current Report as exhibit #16.1.
(b) New independent accountants
The Company engaged Russell Bedford Stefanou Mirchandani LLP as its new
independent accountants effective as of November 14, 2006. During the Period and
through the date of this Current Report, the Company has not consulted with
Russell Bedford Stefanou Mirchandani LLP regarding either (i) the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report was provided to the Company nor oral
advice was provided that Russell Bedford Stefanou Mirchandani LLP concluded was
an important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-B and the related instructions to Item 304 of
Regulation S-B.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Shell company transactions.
Not applicable.
(d) Exhibits
Exhibit
Number Description
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16.1 Copy of the letter furnished to the Company by MacKay LLP (Filed
herewith).
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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.
Med-Tech Solutions, Inc.
Dated: November 16, 2006 By: /s/ Mark A. McLeary
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Name: Mark A. McLeary
Title: Chief Executive
Officer, Chief Financial
Officer, President, Secretary,
Treasurer and Director
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