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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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December 13, 2005
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Date of Report (Date of earliest event reported)
ZYNEX MEDICAL HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 33-26787-D 90-0214497
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
8100 South Park Way, Suite A-9, Littleton, CO 80120
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (303) 703-4906
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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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 4.01. Changes in Registrant's Certifying Accountant.
On December 13, 2005, Gordon, Hughes & Banks, LLP resigned as the
independent registered public accountant of Zynex Medical Holdings, Inc.
("Zynex"). Gordon, Hughes & Banks' resignation was approved and accepted by
Zynex's Board of Directors. Also, on December 13, 2005, Zynex's Board of
Directors engaged GHP Horwath, P.C. as the independent registered public
accountant for Zynex's financial statements for the year ending December 31,
2005. Zynex does not have an audit committee of its Board of Directors.
Gordon, Hughes & Banks' reports on Zynex's consolidated balance sheet as of
December 31, 2004 and the related consolidated statements of operations, cash
flows and stockholders' equity for the years ended December 31, 2004 and 2003
did not contain any adverse opinion or a disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting principles,
except that their report on these financial statements stated that the Company's
significant operating losses raised substantial doubt about Zynex's ability to
continue as a going concern.
In connection with the audit of the financial statements described above
and through December 13, 2005, there were no disagreements with Gordon, Hughes
and Banks on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to their satisfaction would have caused them to make reference
thereto in their report on the financial statements of such years. In addition,
during the above periods, there have been no reportable events as defined in
Item 304(a)(1)(iv)(B) of Regulation S-B.
The Company has requested that Gordon, Hughes & Banks furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter, dated December
14, 2005, is filed as Exhibit 16 to this Form 8-K.
GHP Horwath, P.C. audits 27 public companies and is a member firm of
Horwath International, the world's eighth largest international association of
full service accounting firms, according to industry source Accounting Today.
Headquartered in New York City, Horwath International has more than 400
associate offices located in 90 countries.
During Zynex's two most recent fiscal years and the period from January 1,
2005 to the date of engaging GHP Horwath as stated above, Zynex did not consult
with GHP Horwath with respect to 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 consolidated financial statements, or any
other matters or reportable events described in Items 304(a)(2)(i) and (ii) of
Regulation S-B.
Item 9.01. Financial Statements and Exhibits
The following exhibits are filed with this Report:
Exhibit No. Document
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16 Letter from Gordon, Hughes & Banks
to the Securities and Exchange
Commission dated December 14, 2005.
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 hereto duly authorized.
ZYNEX MEDICAL HOLDINGS, INC.
(Registrant)
Date December 15, 2005 By /s/ Thomas Sandgaard
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Thomas Sandgaard
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description
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16 Letter from Gordon, Hughes & Banks to the Securities and Exchange
Commission dated December 14, 2005.