Page 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 7, 2003 CYCOMM INTERNATIONAL INC. --------------------------------------------------- (Exact name of Registrant as specified in charter) Wyoming 1-11686(12b) 54-1779046 (State of other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1420 Springhill Road, Suite 420, McLean, VA 22102 (Address of principal executive offices) Registrant's telephone number, including area code (703) 903-9548 ---------------- Page 2 Item 4. Change in Registrant's Certifying Accountants On January 2, 2003, the Company received notification of the resignation of its auditors, Ernst & Young, L.L.P., effective December 31, 2002. The audit committee of the Board of Directors accepted the resignation of the auditors at a meeting held on January 6, 2003. The Company is currently in the process of identifying new auditors. The reports of Ernst & Young, L.L.P. on the Company's financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles, but were qualified to state that the Company's financial performance raised substantial doubt about its ability to continue as a going concern. In connection with the audits of the Company's financial statements for each of the two fiscal years ended December 31, 2001 and December 31, 2000, and in the subsequent interim period, there were no disagreements with Ernst & Young, L.L.P. on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Ernst & Young, L.L.P. would have caused Ernst & Young, L.L.P. to make reference to the matter in their report. The Company has requested Ernst & Young, L.L.P. to furnish it a letter addressed to the Commission stating whether it agrees with the above statements. A copy of that letter, dated January 7, 2003 is filed as Exhibit 1 to this Form 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits a. None b. None c. Exhibits 1. Letter from Ernst & Young, L.L.P. to the Securities and Exchange Commission dated January 7, 2003 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CYCOMM INTERNATIONAL INC. Date: January 7, 2003 By: /s/ Albert I. Hawk --------------------------- Albert I. Hawk Chief Executive Officer Page 3 EXHIBIT 1 TO FORM 8-K January 7, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 4 of Form 8-K dated January 7, 2003, of Cycomm International Inc. and are in agreement with the statements contained therein. Very truly yours, /s/ Ernst & Young, L.L.P.