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
November 10, 2003
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Date of Report
(Date of Earliest Event Reported)
OMNI MEDICAL HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Utah 0-26177 87-0425275
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
1107 Mt. Rushmore Road, Suite 2
Rapid City, South Dakota 57701
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(Address of Principal Executive Offices)
(605) 718-0380
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Registrant's Telephone Number
PIEZO INSTRUMENTS, INC.
4685 South Highland Dr., #202
Salt Lake City, Utah 84117
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(Former Name or Former Address if changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
Mantyla McReynolds, Certified Public Accountants, of Salt Lake City,
Utah, audited our financial statements for the years ended December 31, 2002
and 2001, and reviewed our financial statements for the quarterly periods
ended March 31, 2002, June 30, 2002, September 30, 2002, and March 31, 2003,
and June 30, 2003; these financial statements respectively accompanied our 10-
KSB Annual Report for the year ended December 31, 2002, and our 10-QSB
Quarterly Reports for the quarters ended March 31, 2002, June 30, 2002,
September 30, 2002, and March 31, 2003, and June 30, 2003, which have
previously been filed with the Securities and Exchange Commission.
Following the completion of an Agreement and Plan of Reorganization (the
"Agreement") between the Company, formerly known as Piezo Instruments, Inc.,
and Omni Medical of Nevada, Inc., a Nevada corporation ("Omni Nevada"), which
was completed on or about September 5, 2003, the Company's new directors
agreed that it would be in the best interest of the Company to retain the
services of the certified public accountants who had been auditing the books
and records of Omni Nevada prior to the completion of the Agreement.
On November 10, 2003, the Board of Directors of the Company approved and
accepted Gelfond, Hochstadt Pangburn, P.C. as the audit firm for the Company
for the newly adopted fiscal year ending March 31, 2004.
During the most recent fiscal year, and through November 10, 2003, there
were no disagreements between us and Mantyla McReynolds, whether resolved or
not resolved, on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which, if not resolved,
would have caused them to make reference to the subject matter of the
disagreement in connection with their reports.
The reports of Mantyla McReynolds did not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles except that certain issues raised
substantial doubt about its ability to continue as a going concern.
During the Company's two most recent fiscal years, and through November
10, 2003, Mantyla McReynolds has not advised us that any of the following
exists or is applicable:
(1) That the internal controls necessary for the Company to develop
reliable financial statements do not exist, or that information
has come to their attention that has led them to no longer be able
to rely on our management's representations or that has made them
unwilling to be associated with the financial statements prepared
by management;
(2) That our Company needs to expand significantly the scope of our
audit, or that information has come to their attention that if
further investigated may materially impact the fairness or
reliability of a previously issued audit report or the underlying
financial statements or any other financial presentation, or cause
them to be unwilling to rely on management's representations or be
associated with our financial statements for the foregoing reasons
or any other reason; or
(3) That they have advised us that information has come to their
attention that they have concluded materially impacts the fairness
or reliability of either a previously issued audit report or the
underlying financial statements for the foregoing reasons or any
other reason.
During the Company's two most recent fiscal years, and through November
10, 2003, we have not consulted Gelfond Hochstadt Pangburn P.C. regarding 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 financial statements or any other financial presentation whatsoever.
We have provided Mantyla McReynolds with a copy of the disclosure
provided under this Item of this Current Report and have advised them to
provide us with a letter addressed to the Securities and Exchange Commission
as to whether they agree or disagree with the disclosures made herein. A copy
of their response is attached hereto and incorporated herein by this
reference. See Item 7 of this Current Report.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit
Number Description
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16 Letter from Mantyla McReynolds
Item 8. Change in Fiscal Year.
In connection with the September 5, 2003, acquisition of Omni
Medical of Nevada, Inc. by Piezo Instruments, Inc., the Registrant's Board of
Directors elected on September 5, 2003, to retain the fiscal year end of Omni
Medical of Nevada, Inc. (a March 31 fiscal year end). Thus, the fiscal year
end of the Registrant was changed from December 31 to March 31. The
Registrant will file a Form 10-QSB for the three and six months ended
September 30, 2003 and a Form 10-KSB for the fiscal year ending March 31,
2004, within the prescribed time periods.
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.
OMNI MEDICAL HOLDINGS, INC.
Date: 11/13/03 By /s/ Arthur D. Lyons
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Arthur D. Lyons
Director and President