SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-KA
CURRENT REPORT
Pursuant to Section 13 or 15(d)
The Securities Exchange Act of 1934
May 30, 2002
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Date of Report (Date of earliest event reported
Cyclo3pss Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 0-22720 87-0455642
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State of Incorporation Commission File No. IRS Employer
Identification No.
7105 South Highland Drive, Suite #102
Salt Lake City, UT 84121
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Address of principal executive offices
(801) 972-9090
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(Registrant's telephone number)
Item 4. Changes in Registrant's Certifying Accountants
The Audit Committee of the Board of Directors of Cyclo3pss Corporation (the
"Company") annually considers and recommends to the Board the selection of the
Company's independent public accountants. As recommended by the Company's
Audit Committee, the Company's Board of Directors on May 20, 2002, dismissed
Ernst & Young LLP ("Ernst & Young") as the Company's independent public
accountants, and Squire & Company, PC was asked to serve as the Company's
independent public accountants effective immediately.
During the two fiscal years ended February 29, 2000 and February 28, 2001, and
through the date of this Form 8-KA, there were no disagreements with Ernst &
Young, LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to Ernst and Young's satisfaction would have caused them to make
reference to the subject matter of the disagreement in connection with their
reports on the Company's consolidated financial statements for such years; and
there were no reportable events as defined in item 304 (a) (1) (v) of
Regulation S-K. Ernst & Young has not rendered an opinion on the Company's
financial statements for the year ended February 28, 2002. Squire & Co. PC
has been engaged to render an opinion on the Company's financial statements
for the year then ended.
Except for an explanatory paragraph concerning the Company's ability to
continue as a going concern, the audit reports of Ernst & Young, LLP on the
financial statements of Cyclo3pss for the years ended February 29, 2000 and
February 28, 2001, did not contain any adverse opinion or disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope, or
accounting principles.
The Company provided Ernst & Young with a copy of the foregoing disclosures.
A letter from Ernst & Young, LLP dated May 30, 2002 to the Securities and
Exchange Commission stating its agreement with such statements is attached as
Exhibit 16.
During the years ended February 29, 2000 and February 28, 2001 and through the
date hereof, the Company did not consult with Squire & Company, PC regarding
the application of generally accepted accounting principles to a specific
transaction, either proposed or completed, or the type of audit opinion that
might be rendered on the Company's financial statements or any other matters
or reportable events as set forth in items 304 (a) (2) (i) and (ii) of
Regulation S-K.
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, thereunto duly authorized.
Date: May 30, 2002
CYCLO3PSS
By: William R. Stoddard
/s/William R. Stoddard
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CEO & Chairman
Principal Executive Officer
EXHIBIT INDEX
The following exhibits are filed herewith:
Number Description
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16 Letter from Ernst & Young, LLP to the Securities and
Exchange Commission dated May 30, 2002.