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
000-27507 88-0350448
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(Commission File Number) (IRS Employer Identification No.)
27555 Ynez Road, Suite 203, Temecula, CA 92591
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(address of principal executive offices) (Zip Code)
(909) 587-8773
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(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant. |
(a)1 Ted A. Madsen ("Madsen") has served e-Perception, Inc. (the "Company") as its independent accountant and has advised the Company on federal, state, and local tax matters. After an evaluation of services provided by a number of independent accounting firms, the Company's Board of Directors has appointed Stonefield Josephson, Inc. to serve as the Company's independent accountants.
(i) On February 11, 2002, the Company dismissed Madsen as its independent accountants.
(ii) The reports of Madsen on the financial statements of the Company for each of the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
(iii) The decision to change independent accountants was recommended by and unanimously approved by the Company's Board of Directors.
(iv) During the Company's two most recent fiscal years and through the date of this report, the Company has had no disagreements with Madsen 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 Madsen would have caused them to make reference thereto in their report on the financial statements of the Company for such years.
(v) During the Company's two most recent fiscal years and through the date of this report, the Company has had no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
a(2) The Company engaged Stonefield Josephson, Inc. as its new independent auditors as of February 11, 2002. The Company has not consulted with Stonefield Josephson prior to its engagement regarding the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on its financial statements or any matter that was either the subject of a disagreement or a reportable event (as such terms are defined in Item 304(a)(1)(v) of Regulation S-K).
a(3) The Company provided Madsen with a copy of this Report on Form 8-K and has requested that Madsen furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements and, if it does not
agree, stating the respects in which it does not agree. A copy of such letter, dated February 12, 2002, is filed as Exhibit 16 to this Form 8-K.
Item 7. Exhibits.
Exhibit No. Description --- ----------- 16 Letter regarding change in certifying accountants. |
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.
e-Perception, Inc.
Date: February 14, 2002 By: /s/ William E. Richardson
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William E. Richardson
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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16 Letter regarding change in certifying accountants.
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Exhibit 16
February 14, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
I have read the statements included under the caption "Change in Accountants" in the Form 8-K of e-Perception, Inc. and am in agreement with the statements contained therein.
Very truly yours,
/s/ Ted A. Madsen Ted A. Madsen |