UNITED STATES
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 20, 2001
N-Vision Technology, Inc.
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(Exact name of registrant as specified in its charter)
75-2268672 Delaware 0-18656
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(IRS Number) (State of (Commission
Incorporation) File No.)
11931 Wickchester, Suite 201, Houston, TX 77043
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(Address of Principal executive offices)
(281) 556-1375
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(Registrant's telephone number)
Item 4.Changes in Registrant's Certifying Accountant
(a)(1) (i) On February 20, 2001, the Company dismissed Arthur Andersen LLP
as the Company's independent accountants.
(ii)Arthur Andersen LLP's reports on the financial statements for the
years ended August 30, 1998 and 1997 did not contain an adverse opinion
or disclaimer, and were not qualified or modified as to uncertainty,
audit scope, or accounting principles, except that the reports for both
years contained a "going concern" paragraph.
(iii) The dismissal of Arthur Andersen LLP was approved by the board of
directors of the Company.
(iv) During the Company's two most recent fiscal years and any subsequent
interim period preceding the dismissal of Arthur Andersen LLP, there were
no disagreements with Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s) if not resolved to the
satisfaction of Arthur Anderson LLP, would have cause Arthur Anderson LLP
to make reference to the subject matter of the disagreement(s) in
connection with its report.
(v) During the Company's two most recent fiscal years and any subsequent
interim period preceding the resignation of Arthur Andersen LLP, there
have been no reportable events of the type required to be disclosed by
Item 304(a)(1)(v) of Regulation S-K.
(2) The Company has engaged Thomas Leger & Co. LLP ("TLC") as its new
independent accountants as of February 20, 2001. Prior to the engagement of
TLC, the Company did not consult with such firm regarding the application of
accounting principles to a specific completed or contemplated transaction, or
any matter that was either the subject of a disagreement or a reportable event.
The Company also did not consult with TLC regarding the type of audit opinion
which might be rendered on the Company's financial statements and no oral or
written report was provided by TLC.
(b)Not applicable.
(c) The Company has provided Arthur Andersen LLP with a copy of the
disclosures it is making in response to Item 304(a) of Regulation S-K.
The Company has requested that Arthur Andersen LLP review the disclosure
and furnish the Company with a letter addressed to the Commission stating
whether it agrees with the statements made by the Company in response to
Item 304(a) of Regulation S-K and, if not, stating the respects in which
it does not agree. Such letter will be filed by amendment as an exhibit
to this Report upon receipt of the same.
ITEM 7 EXHIBITS
2.1 Board of Directors consent without formal board meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
N-VISION TECHNOLOGY, INC.
Dated: February 20, 2001
By: /s/ Joseph T. Kaminski
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Joseph T. Kaminski
Chief Executive Officer