UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): March 8, 2006
PHC, Inc.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
(State of Incorporation or Organization)
0-22916 04-2601571
(Commission File Number) (I.R.S. Employer
Identification No.)
200 Lake Street, Suite 102, Peabody, Massachusetts 01960
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (978) 536-2777
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 (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-4c))
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Item 4.01. Changes in Registrant's Certifying Accountant
(a)
BDO Seidman, LLP ("BDO"), the Company's independent registered accounting
firm, has resigned effective March 8, 2006 and declined to submit a proposal for
the audit of the Company's financial records for the fiscal year ending June 30,
2006.
During the past two fiscal years the reports on the Company's financial
statements were unqualified. The reports of BDO contained no adverse opinion,
disclaimer of opinion nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During the Company's two most recent fiscal years and the two subsequent
interim periods through the date of their resignation, there were no
disagreements with BDO on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. There were no
"reportable events" as that term is described in Item 304 (a)(1)(v) of
Regulation S-K.
The Company has made the contents of this Form 8-K available to BDO and
requested it to furnish a letter to the SEC as to whether BDO agrees or
disagrees with, or wishes to clarify the Company's expression of their views. A
copy of BDO's letter to the SEC is included as Exhibit 16.1 to this Form 8-K.
(b)
On March 8, 2006, the Company engaged a new principal accounting firm,
Eisner, LLP ("Eisner"), to review the financial statements for the quarter
ending March 31, 2006 and to perform the audit for the fiscal year ending June
30, 2006. During the Company's two most recent fiscal years and the two
subsequent interim periods prior to engaging Eisner, the Company has not
consulted the newly engaged accountant on any matters.
This change in accountants was approved by the audit committee and board of
directors.
Item 9.01. Financial Statements and Exhibits
Exhibit 16.2 LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
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SIGNATURE
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.
PHC, INC.
Date: March 22, 2006 By: /s/ Bruce A. Shear
____________________
Bruce A. Shear
President
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