U.S. 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: October 24, 2003
Cryocon, Inc.
(Exact Name of registrant as specified in its Charter)
Colorado 333-55284 84-1026503
(State of Incorporation) Commission File No. (IRS Employer
Identification No.)
2773 Industrial Drive, Ogden, Utah 84401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (801) 395-2796
All correspondence to:
Brenda Lee Hamilton, Esquire
Hamilton, Lehrer and Dargan P.A.
2 East Camino Real Suite, Suite 202
Boca Raton, Florida 33432
561-416-8956 Telephone
561-416-2855 Facsimile
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Pursuant to Item 304 of Regulation S-B the Registrant states:
(a) (1) On October 24, 2003, Cryocon, Inc. ("the Registrant") changed
accountants from HJ & Associates, LLC to Stark Winter Schenkein & Co., LLP.
(i) The Registrant decided to dismiss HJ & Associates, LLC as its
independent accountants;
(ii) HJ & Associates, LLC reports on the financial statements were
not subject to an adverse or qualified opinion or a disclaimer of
opinion and were not modified as to uncertainty, audit scope or
accounting principles during the period from inception (October
20, 1999) to March 31, 2002 and the interim period through
October 24, 2003, except that the financial statements for these
periods contained a going-concern qualification and an explanatory
paragraph related to the correction of errors in regard to the
application of accounting principles which resulted in the
restatement of the financial statements for the period from
inception to March 31, 2002;
(iii)The decision to change accountants was approved by the
Registrant's Board of Directors; and
(iv) (A) During the period from inception (October 20, 1999) to March
31, 2002 and the interim period to October 24, 2003, there were
no disagreements with HJ & Associates, LLC related to accounting
principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of HJ & Associates, LLC, would have caused
HJ & Associates, LLC to make reference to the subject matter of
the disagreement in connection with its report except as
discussed in (a)(1)(ii) above.
(B) Not applicable;
(C) Not applicable;
(D) Not applicable; and
(E) Not applicable.
(2) On October 24, 2003, the Registrant engaged Stark Winter Schenkein &
Co., LLP as its independent accountants.
(i) The Registrant did not consult with Stark Winter Schenkein & Co.,
LLP, its new independent accountants, regarding any matter prior
to its engagement; and
(ii) Not applicable.
(3) The Registrant has provided to HJ & Associates, LLC, its former
accountants, a copy of the disclosures contained in this Item 4 and the
Registrant has requested a letter from HJ & Associates, LLC addressed
to the Commission, confirming the statements made by the Registrant in
this Item 4. A copy of such letter is attached hereto as Exhibit 16.1.
(b) Not applicable.
Item 5. OTHER EVENTS
On July 18, 2003, Vaughn Griggs resigned as our Chief Financial Officer and
Chief Accounting Officer. Mr. Grigg's resignation was not due to any
disagreement with the Registrant on any matter relating to the Registrant's
operations, policies or practices. On August 19, 2003, the Registrant's Board of
Directors appointed Mr. Kyle Lamph as our Chief Financial Officer and Chief
Accounting Officer.
On August 19, 2003, Brian Morrison resigned as our Chairman of the Board and
Chief Executive Officer. Mr. Morrison's resignation was not due to any
disagreement with the Registrant on any matter relating to the Registrant's
operations, policies or practices.
On August 19, 2003, the Registrant's Board of Directors appointed Mr. Sterling
Redfern as Chairman of the Board and Mr. P. Clay Thomas as our Acting Chief
Executive Officer. Also at the August 19, 2003 Board of Directors' meeting, our
Board of Directors appointed Mr. Richard Yetter to fill the open Board Position
that was created by the resignation of Dr. Richard Lindstrom on July 15, 2003.
On September 23, 2003, Mr. Sterling Redfern resigned as our Chairman of the
Board. Mr. Redfern's resignation was not due to any disagreement with the
Registrant on any matter relating to the Registrant's operations, policies or
practices. On October 10, 2003, the Registrant's Board of Directors appointed
Mr. Richard Yetter as our Chairman of the Board.
Item 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
(16.1) Letter from HJ & Associates, LLC pursuant to Item 304(a)(3) of
Regulation S-B
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.
Dated: October 24, 2003
Cryocon, Inc.
/s/ P. Clay Thomas
By: P. Clay Thomas
Title: Chief Executive Officer
