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<TITLE>BSDI Form 8-K</TITLE>
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    <td width="100%"><p ALIGN="CENTER"><b><font face="Times New Roman" size="5"><strong>SECURITIES
    AND EXCHANGE COMMISSION</strong></font></b></td>
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    <td width="100%"><p ALIGN="CENTER"><b><font SIZE="5"><strong>WASHINGTON, D.C. 20549</strong></font></b></td>
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    <td width="100%"><font SIZE="5">&nbsp; </font></td>
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    <td width="100%"><p ALIGN="CENTER"><b><font SIZE="5"><strong>FORM 8-K</strong></font></b></td>
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    <td width="100%"><font SIZE="5">&nbsp; </font></td>
  </tr>
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    <td width="100%"><p ALIGN="CENTER"><b><font SIZE="5"><strong>CURRENT REPORT</strong></font></b></td>
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    <td width="100%">&nbsp; </td>
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    <td width="100%"><p ALIGN="CENTER">PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934</td>
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    <td width="100%">&nbsp; </td>
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    <td width="100%"><font SIZE="3"><p ALIGN="CENTER">Date of Report: March 2, 2001</font></td>
  </tr>
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    <td width="100%"><font SIZE="1"><p ALIGN="CENTER">(Date of Earliest Event Reported)</font></td>
  </tr>
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    <td width="100%">&nbsp; </td>
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    <td width="100%">&nbsp; </td>
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    <td width="100%"><font SIZE="3"><u><b><p ALIGN="CENTER">BSD Healthcare Industries, Inc.</b></u></font></td>
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    <td width="100%"><font SIZE="1"><p ALIGN="CENTER">(Exact Name of Registrant as Specified
    in its Charter)</font></td>
  </tr>
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    <td width="100%">&nbsp; </td>
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<p>&nbsp;</p>
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    <td WIDTH="317" VALIGN="TOP"><font SIZE="3"><u><p ALIGN="CENTER">Florida</u></font></td>
    <td WIDTH="159" VALIGN="TOP"><font SIZE="3"><u><p ALIGN="CENTER">0-27075</u></font></td>
    <td WIDTH="268" VALIGN="TOP"><font SIZE="3"><u><p ALIGN="CENTER">31-1586472</u></font></td>
  </tr>
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    <td WIDTH="317" VALIGN="TOP"><font SIZE="1"><p ALIGN="CENTER">(State or other jurisdiction
    of incorporation)</font></td>
    <td WIDTH="159" VALIGN="TOP"><font SIZE="1"><p ALIGN="CENTER">(Commission File Number)</font></td>
    <td WIDTH="268" VALIGN="TOP"><font SIZE="1"><p ALIGN="CENTER">(IRS Employer Identification
    No.)</font></td>
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    <td WIDTH="317" VALIGN="TOP">&nbsp; </td>
    <td WIDTH="159" VALIGN="TOP"></td>
    <td WIDTH="268" VALIGN="TOP"></td>
  </tr>
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    <td WIDTH="317" VALIGN="TOP">&nbsp; </td>
    <td WIDTH="159" VALIGN="TOP"></td>
    <td WIDTH="268" VALIGN="TOP"></td>
  </tr>
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    <td WIDTH="317" VALIGN="TOP"><font SIZE="3"><u><p ALIGN="CENTER">2700 North 29th Ave.,
    Suite 305, Hollywood, FL</u></font></td>
    <td WIDTH="159" VALIGN="TOP"></td>
    <td WIDTH="268" VALIGN="TOP"><font SIZE="3"><u><p ALIGN="CENTER">33020</u></font></td>
  </tr>
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    <td WIDTH="317" VALIGN="TOP"><font SIZE="1"><p ALIGN="CENTER">(Address of principal
    executive offices)</font></td>
    <td WIDTH="159" VALIGN="TOP"></td>
    <td WIDTH="268" VALIGN="TOP"><font SIZE="1"><p ALIGN="CENTER">(Zip Code)</font></td>
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    <td WIDTH="317" VALIGN="TOP"><font SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp; </font></td>
    <td WIDTH="159" VALIGN="TOP">&nbsp; </td>
    <td WIDTH="268" VALIGN="TOP"></td>
  </tr>
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    <td WIDTH="744" VALIGN="TOP" colspan="3"><font SIZE="3"><p ALIGN="CENTER">Registrant's
    telephone number, including area code: (954) 923-4438</font></td>
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</TABLE>
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<p></font>&nbsp;</p>

<p>&nbsp;</p>

<p><font size="2">Table of Contents</font></p>

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    <td WIDTH="679" VALIGN="TOP"></td>
    <td WIDTH="67" VALIGN="TOP" align="center"><p ALIGN="CENTER"><font size="2">Page</font></td>
  </tr>
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    <td WIDTH="679" VALIGN="TOP"><font size="2">Item 1. Changes in Control of Registrant</font></td>
    <td WIDTH="67" VALIGN="TOP" align="center">2</td>
  </tr>
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    <td WIDTH="679" VALIGN="TOP"><font size="2">Item 2. Acquisition or Disposition of Assets</font></td>
    <td WIDTH="67" VALIGN="TOP" align="center">2</td>
  </tr>
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    <td WIDTH="679" VALIGN="TOP"><font size="2">Item 3. Bankruptcy or Receivership</font></td>
    <td WIDTH="67" VALIGN="TOP" align="center">2</td>
  </tr>
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    <td WIDTH="679" VALIGN="TOP"><font size="2">Item 4. Changes in Registrant&#146;s
    Certifying Accountants</font></td>
    <td WIDTH="67" VALIGN="TOP" align="center">2</td>
  </tr>
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    <td WIDTH="679" VALIGN="TOP"><font size="2">Item 5. Other Events</font></td>
    <td WIDTH="67" VALIGN="TOP" align="center">2</td>
  </tr>
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    <td WIDTH="679" VALIGN="TOP"><font size="2">Item 6. Resignations of Directors and
    Executive Officers</font></td>
    <td WIDTH="67" VALIGN="TOP" align="center">3</td>
  </tr>
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    <td WIDTH="679" VALIGN="TOP"><font size="2">Item 7. Financial Statements</font></td>
    <td WIDTH="67" VALIGN="TOP" align="center">3</td>
  </tr>
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    <td WIDTH="679" VALIGN="TOP"><font size="2">Item 8. Changes in Fiscal Year</font></td>
    <td WIDTH="67" VALIGN="TOP" align="center">3</td>
  </tr>
</TABLE>
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<p>&nbsp;</p>
</b>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p><b><font size="2">ITEM 1. CHANGES IN CONTROL OF REGISTRANT</font></b></p>

<p><font size="2">Not applicable</font></p>

<p><strong><font size="2">ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS</font></strong></p>

<p><font size="2">Not applicable.</font></p>

<p><strong><font size="2">ITEM 3. BANKRUPTCY OR RECEIVERSHIP</font></strong></p>

<p><font size="2">Not applicable.</font></p>
<b>

<p><font size="2">ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT</font></p>
</b>

<p style="text-align: justify"><font size="2">BSD
Healthcare Industries, Inc. (the &quot;Company&quot;) is filing this Form 8-K reporting an
Item 4 Form 8-K with respect to the Company's change in accountants which change was
previously disclosed in the Company's Form 10-SB/A and the Company's Quarterly and Annual
Reports under the Securities Exchange Act of 1934 (&quot;Exchange Act&quot;). The
disclosure in this Form 8-K, Item 4 amends the disclosure contained in the Company's
Exchange Act reports concerning the change in accountants, as set forth below. The
effective date of the Company's change in accountant was June 28, 2000, as disclosed below</font></p>

<p class="MsoNormal"><font size="2">(a) (1)
Previous Independent Accountant</font></p>

<table border="0" width="100%" cellspacing="0">
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    <td width="100%" style="text-align: justify"><font size="2">(i) Effective on June 28,
    2000, and directly as a result of a change in the Company's management and the appointment
    of Mark Baker as President and director by the consent of the Company's board of
    directors, the engagement of J.H. Cohn, LLP, the independent accountant that had audited
    the Company's financial statements for its year ended December 31, 1998 effectively was
    terminated by the appointment of Grassano Accounting, P.A. As a result, J.H. Cohn, L.L.P.
    did not resign nor did they decline to stand for re-election. While constructively J.H.
    Cohn, L.L.P. &nbsp; was aware that it was no longer the Company's independent accountant,
    it was not until March 2, 2001 in the preparation of this Form 8-K that the former
    accountants were informed in writing that they were effectively dismissed.</font></td>
  </tr>
  <tr>
    <td width="100%" style="text-align: justify"><font size="2">(ii) The report of J.H. Cohn,
    L.L.P. on the financial statements of the Company or the fiscal year ended December 31,
    1998 that were included in the Company's registration statement Form-10SB/12g filed on
    August 18, 1999 contained no adverse opinion or disclaimer of opinion and was not
    qualified or modified as to uncertainty, audit scope, or accounting principles.</font></td>
  </tr>
  <tr>
    <td width="100%" style="text-align: justify"><font size="2">(iii) The decision to change
    accountants was a result of&nbsp;the change in the Company's management and the
    determination of the Company's new President, Mark Baker, to engage Grassano Accounting,
    P.A., as the Company's independent accountants to replace&nbsp; J.H. Cohn, L.L.P. This
    action was ratified by the Company's board of directors which consisted solely of Mark
    Baker, following the resignation of the Company's former directors and officers. </font></td>
  </tr>
  <tr>
    <td width="100%" style="text-align: justify"><font size="2">(iv) During the Company's
    fiscal year ended December 31, 1998 and through the date of this report, the Company has
    had no disagreements with its former accountants, J.H. Cohn, L.L.P., whether or not
    resolved, on any matter of accounting principles or practices, financial statement
    disclosure, or auditing scope or procedure, which,&nbsp; if not resolved to the former
    accountant's satisfaction, would have caused it to make a reference to the subject matter
    of the disagreement(s) in connection with its report on the financial statements of the
    Company for its year ended December 31, 1998.</font></td>
  </tr>
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    <td width="100%" style="text-align: justify"><font size="2">(v) The Company has requested
    that J.H. Cohn, LLP. furnish it with a letter addressed to the Securities and Exchange
    Commission stating whether&nbsp; it agrees with the above statements and, if not, the
    respect in which it does not agree. A copy of such letter, dated March 2, 2001 is filed as
    Exhibit 16.1 to this Form 8-K.</font></td>
  </tr>
</TABLE>
<font size="2">

<p>(a) (2) Engagement of New Independent Accountant.</font></p>

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  <tr>
    <td width="100%"><font size="2">Effective as of June 28, 2000, Grassano Accounting P.A.,
    had been engaged by the Company as its new independent accountant to audit the Company's
    financial statements.</font></td>
  </tr>
</TABLE>

<p style="text-align: justify"><font size="2">(a) (3) The Company has provided the former
accountant with a copy of the disclosures it is making in response to this Item 4 prior to
the filing of this Form 8-K and requested that the former accountant furnish a letter
addressed to the Commission stating whether it agrees with the statements made by the
Company and, if not, the respect in which it does not agree.</font></p>

<p><b><font size="2">ITEM 5. OTHER EVENTS</font></b></p>

<p><font size="2">Not applicable.</font></p>
<b>

<p><font size="2">ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS</font></p>
</b>

<p><font size="2">Not applicable.</font></p>

<p><b><font size="2">ITEM 7. FINANCIAL STATEMENTS</font></b></p>

<p><font size="2">Not applicable.</font></p>

<p><b><font size="2">ITEM 8. CHANGE IN FISCAL YEAR</font></b></p>

<p><font size="2">Not applicable.</font></p>
<b>

<p ALIGN="CENTER"><font size="2">SIGNATURES</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">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.</font></p>

<table border="0" cellspacing="0" width="100%">
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    <td width="100%"><font size="2">BSD Healthcare Industries, Inc.</font></td>
  </tr>
  <tr>
    <td width="100%"><u><font size="2">By /s/ Marc Baker</font></u></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="JUSTIFY"><font size="2">President, Chief Executive Officer</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">Date: March 2, 2001</font></td>
  </tr>
</TABLE>

<table border="0" cellspacing="0" width="100%">
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    <td width="50%">&nbsp; </td>
  </tr>
</TABLE>

<p><font face="Times New Roman" size="2">Exhibit 16.1</font></p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><font size="2">March 2, 2001</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">&nbsp; </font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">Securities and Exchange Commission</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">450 Fifth Street, N.W.</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">Washington, D.C.20549</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2"></font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">Re: File No. 0-27075</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">&nbsp; </font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">Gentlemen:</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">&nbsp; </font></td>
  </tr>
  <tr>
    <td width="100%"><p style="text-align: justify"><font size="2">We had been engaged as the
    principal accountants for BSD Healthcare Industries, Inc. (the &quot;Company&quot;) and on
    August 4, 1999 we reported on the consolidated financial statements of the Company as of
    December 31, 1998 and for the year then ended. On March 2, 2001, we were informed that we
    were dismissed as the principal accountants for the Company. We have read the Company's
    statements included pursuant to Item 4 in its Form 8-K Current Report dated March 2, 2001.
    At the request of the Company, we hereby state that we agree with the statements included
    in paragraphs (a) (1) (ii) and a (1) (iv) of Item 4 that relate to our firm.</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">&nbsp; </font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">Very truly yours,</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">&nbsp;&nbsp; </font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2"></font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">/s/ J.H. Cohn, LLP</font></td>
  </tr>
</TABLE>
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BSDI Form 8-K
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: March 2, 2001
(Date of Earliest Event Reported)
BSD Healthcare Industries, Inc.
(Exact Name of Registrant as Specified
    in its Charter)
Florida
0-27075
31-1586472
(State or other jurisdiction
    of incorporation)
(Commission File Number)
(IRS Employer Identification
    No.)
2700 North 29th Ave.,
    Suite 305, Hollywood, FL
33020
(Address of principal
    executive offices)
(Zip Code)
Registrant's
    telephone number, including area code: (954) 923-4438
Table of Contents
Page
Item 1. Changes in Control of Registrant
2
Item 2. Acquisition or Disposition of Assets
2
Item 3. Bankruptcy or Receivership
2
Item 4. Changes in Registrant's
    Certifying Accountants
2
Item 5. Other Events
2
Item 6. Resignations of Directors and
    Executive Officers
3
Item 7. Financial Statements
3
Item 8. Changes in Fiscal Year
3
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
BSD
Healthcare Industries, Inc. (the "Company") is filing this Form 8-K reporting an
Item 4 Form 8-K with respect to the Company's change in accountants which change was
previously disclosed in the Company's Form 10-SB/A and the Company's Quarterly and Annual
Reports under the Securities Exchange Act of 1934 ("Exchange Act"). The
disclosure in this Form 8-K, Item 4 amends the disclosure contained in the Company's
Exchange Act reports concerning the change in accountants, as set forth below. The
effective date of the Company's change in accountant was June 28, 2000, as disclosed below
(a) (1)
Previous Independent Accountant
(i) Effective on June 28,
    2000, and directly as a result of a change in the Company's management and the appointment
    of Mark Baker as President and director by the consent of the Company's board of
    directors, the engagement of J.H. Cohn, LLP, the independent accountant that had audited
    the Company's financial statements for its year ended December 31, 1998 effectively was
    terminated by the appointment of Grassano Accounting, P.A. As a result, J.H. Cohn, L.L.P.
    did not resign nor did they decline to stand for re-election. While constructively J.H.
    Cohn, L.L.P.   was aware that it was no longer the Company's independent accountant,
    it was not until March 2, 2001 in the preparation of this Form 8-K that the former
    accountants were informed in writing that they were effectively dismissed.
(ii) The report of J.H. Cohn,
    L.L.P. on the financial statements of the Company or the fiscal year ended December 31,
    1998 that were included in the Company's registration statement Form-10SB/12g filed on
    August 18, 1999 contained no adverse opinion or disclaimer of opinion and was not
    qualified or modified as to uncertainty, audit scope, or accounting principles.
(iii) The decision to change
    accountants was a result of the change in the Company's management and the
    determination of the Company's new President, Mark Baker, to engage Grassano Accounting,
    P.A., as the Company's independent accountants to replace  J.H. Cohn, L.L.P. This
    action was ratified by the Company's board of directors which consisted solely of Mark
    Baker, following the resignation of the Company's former directors and officers.
(iv) During the Company's
    fiscal year ended December 31, 1998 and through the date of this report, the Company has
    had no disagreements with its former accountants, J.H. Cohn, L.L.P., whether or not
    resolved, on any matter of accounting principles or practices, financial statement
    disclosure, or auditing scope or procedure, which,  if not resolved to the former
    accountant's satisfaction, would have caused it to make a reference to the subject matter
    of the disagreement(s) in connection with its report on the financial statements of the
    Company for its year ended December 31, 1998.
(v) The Company has requested
    that J.H. Cohn, LLP. furnish it with a letter addressed to the Securities and Exchange
    Commission stating whether  it agrees with the above statements and, if not, the
    respect in which it does not agree. A copy of such letter, dated March 2, 2001 is filed as
    Exhibit 16.1 to this Form 8-K.
(a) (2) Engagement of New Independent Accountant.
Effective as of June 28, 2000, Grassano Accounting P.A.,
    had been engaged by the Company as its new independent accountant to audit the Company's
    financial statements.
(a) (3) The Company has provided the former
accountant with a copy of the disclosures it is making in response to this Item 4 prior to
the filing of this Form 8-K and requested that the former accountant furnish a letter
addressed to the Commission stating whether it agrees with the statements made by the
Company and, if not, the respect in which it does not agree.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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.
BSD Healthcare Industries, Inc.
By /s/ Marc Baker
President, Chief Executive Officer
Date: March 2, 2001
Exhibit 16.1
March 2, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.20549
Re: File No. 0-27075
Gentlemen:
We had been engaged as the
    principal accountants for BSD Healthcare Industries, Inc. (the "Company") and on
    August 4, 1999 we reported on the consolidated financial statements of the Company as of
    December 31, 1998 and for the year then ended. On March 2, 2001, we were informed that we
    were dismissed as the principal accountants for the Company. We have read the Company's
    statements included pursuant to Item 4 in its Form 8-K Current Report dated March 2, 2001.
    At the request of the Company, we hereby state that we agree with the statements included
    in paragraphs (a) (1) (ii) and a (1) (iv) of Item 4 that relate to our firm.
Very truly yours,
/s/ J.H. Cohn, LLP