UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 8, 2001
Torchmail Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
001-07894 95-2312900
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(Commission File Number) (IRS Employer Identification Number)
268 West 400 South, Suite #300
Salt Lake City, Utah 84101
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(Address of principal executive offices)
(801) 575-8073
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(Registrant's telephone number, including area code)
Erly Industries, Inc.
Previous name of the Registrant
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ITEM 4.
Changes in Registrant's Certifying Accountant
On July 31, 2001, Torchmail Communications Inc., (fka Erly Industries, Inc.)
("the Company") dismissed Postlethwaite & Netterville APAC ("Postlethwaite"), as
the principle accountant previously engaged to audit the Company's financial
statement. Effective August 1, 2001, the Company retained Jones, Wright, Simkins
and Associates ("Jones") as the principal accountants to replace Postlethwaite.
The Company's audit committee and board of directors approved the change of
accountants from Postlethwaite to Jones.
The audit reports of Postlethwaite on the Company's financial statements for the
fiscal year ending March 31, 2000 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles, except such reports were modified to
include an explanatory paragraph for a going concern uncertainty.
In connection with the audit of the fiscal year ending March 31, 2001, the
subsequent interim period through June 30, 2001, and through to the date of
dismissal July 31, 2001, the Company had no disagreements with Postlethwaite on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures. Had there been any disagreements
that were not resolved to their satisfaction, such disagreements would have
caused Postlethwaite to make reference in connection with their opinion to the
subject matter of the disagreement in their reports to the company or in its
letter attached hereto. In addition, during that time there were no reportable
events (as defined in Item304(a) (1) (iv) of Regulation S-B).
During the fiscal years ending March 31, 2000 and 2001, and the subsequent
interim period through June 30, 2001, and through to the date of dismissal, July
31, 2001 and prior to such appointment, the Company did not consult with Jones
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. Since there were
no disagreements or reportable events (as defined in Item 304(a) (2) of
Regulation S-B), the Company did not consult Postlethwaite regarding the
application, either proposed or completed, of the type of audit opinion that
might be rendered on the Company's financial statements. Since there were no
disagreements or reportable events (as defined in Item 304(a)(2) of Regulation
S-B), the Company did not consult Postlethwaite in respect to these matters
during that time.
The Company provided Postlethwaite with a copy of this report prior to filing it
with the SEC. The Company requested that Postlethwaite furnish the Company with
a letter to the SEC stating whether Postlethwaite agrees with the above
statements. A copy of that letter dated August 8, 2001 is filed as Exhibit 16 to
this Form 8-KA.
ITEM 7.
Financial Statements and Exhibits
The following exhibits is included:
a. Letter from Postlethwaite, dated 8th day of August, 2001,
relating to the dismissal of its services as the Registrant's
independent auditors (SEC reference Number 16) and addressing
the content of this 8-KA.
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Pursuant to the requirement of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: August 8, 2001
Torchmail Communications, Inc.
A Delaware Corporation
By: /s/ Richard D. Surber
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Richard D. Surber
President
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Exhibit 16
(Letterhead)
Postlethwaite & Netterville
A Professional Accounting Corporation
Associated Offices in Principal Cities of the United States
www.pncpa.com
August 8, 2001
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Torchmail Communications, Inc.
We have read the statements that we understand Torchmail Communications, Inc.,
formerly known as Erly Industries, Inc. will include under Item 4 of the Form
8-KA report it will file August 8, 2001 regarding the recent change of auditors.
We agree with such statements made regarding our firm. We have no basis to agree
or disagree with other statements made under Item 4.
Yours truly,
/s/ Postlethwaite & Netterville
Postlethwaite & Netterville APAC
8550 United Plaza Blvd., Suite 1001 * Baton Rouge, LA 70809 * Tel: 225-922-4600
* Fax: 225-922-4611
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