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 17, 2005
SPO MEDICAL INC.
(Exact name of registrant as specified in its charter)
Delaware 0-11772 25-1411971
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
21860 Burbank Blvd., North Building, Suite 380
Woodland Hills, CA 91367
(Address of principal executive offices, including Zip Code)
818-888-4380
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
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))
ITEM 4.01 Change in Registrant's certifying accountant
Effective November 18, 2005, the audit committee of the board of directors
of SPO Medical, Inc. (the "Company") dismissed Marcum & Kliegman LLP ("MKLLP")
as its independent accountant. MKLLP audited the Company's financial statements
for the fiscal years ended December 31, 2004 and December 31, 2003. The reason
for the termination was that in April 2005 the Company acquired SPO Medical
Equipment Ltd., a company formed under the laws of the State of Israel ("SPO
Ltd.") and which has been audited by Brightman Almagor & Co., certified public
accountants (Israel) and a member of Deloitte Touche Tohmatsu ("Brightman"). The
Company believes that it is in the best interests of the Company to have
Brightman continue to work with SPO Ltd.
The reports of MKLLP did not contain an adverse opinion or disclaimer of
opinion but were qualified as to going concern limitations. During the Company's
two most recent fiscal years and subsequent interim periods there were no
disagreements with MKLLP 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 MKLLP, would have caused
MKLLP to make reference to the subject matter of the disagreements in their
report on the financial statements for such years.
The Company has provided MKLLP with a copy of the above disclosures in
response to Item 304(a) of Regulation S-B in conjunction with the filing of this
Form 8-K. The Company requested that MKLLP deliver to the Company a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made by the Company in response to Item 304(a) of Regulation
S-B, and if not, stating the respects in which it does not agree. MKLLP's letter
is filed herewith as Exhibit 16.
Effective November 18, 2005, the Company engaged the services of Brightman
as its new independent accountants. The decision to change accountants was
approved by the Company's audit committee.
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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.
Dated: November 18, 2005 SPO MEDICAL INC.
By: /s/ Michael Braunold
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Michael Braunold
Chief Executive Officer
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