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 (date of earliest event reported): September 25, 2001
ADVANCED OPTICS ELECTRONICS INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
0-24511 88-0365136
(Commission File Number) (I.R.S. Employer Identification No.)
8301 Washington NE, Suite 5
Albuquerque, NM 87113
(Address of Principal Executive Offices, Including Zip Code)
(505) 797-7878
(Registrant's Telephone Number, Including Area Code)
Item 4. Change in Registrant's Certifying Accountant
On January 16, 2001, Advanced Optics Electronics Inc. (the "Company") dismissed
Neff & Ricci LLP ("Neff & Ricci") as its independent accountants previously
engaged to audit the Registrant's financial statements. Effective January 22,
2001, the Registrant retained Atkinson & Co., Ltd. ("Atkinson") as its
independent accountants and auditors for the fiscal year ending December 31,
2000. The Registrant had a good relationship with Neff & Ricci, but determined
that it needed the services of a firm with expertise more specific to the
anticipated growth of the Company. The Company's board of directors approved the
change of independent accountants to Atkinson.
The audit reports of Neff & Ricci on the Registrant's financial statements
for the fiscal year ending December 31, 1999 did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.
In connection with the audits for the two most recent fiscal years and
through January 16, 2001, there have been no disagreements with Neff & Ricci LLP
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 Neff & Ricci LLP would have caused them to make reference
thereto in their report on the financial statements for such years. During the
two most recent fiscal years and through January 16, 2001, there have been no
reportable events as defined in Regulation S-B Item 304(a)(1)(iv).
The Registrant has requested that Neff & Ricci LLP furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter, dated September 25, 2001, is filed as Exhibit 16.1 of
this Form 8-K. Also attached, as Exhibit 16.2 is the Company's response letter.
Item 7. Exhibits
16.1 Letter from Neff & Ricci dated September 25, 2001.
16.2 Response letter from Advanced Optics Electronics, Inc. dated September
25, 2001.
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.
ADVANCED OPTICS ELECTRONICS INC.
Date: September 25, 2001
By: /s/ John J. Cousins
----------------------------
John J. Cousins
Vice President, Finance
Exhibit 16.1
NEFF & RICCI LLP
September 25, 2001
Securities and Exchange Commission
450 5th Street, NW
Washington, D.C. 20549
Gentlemen:
In reference to Form 8-K filed by Advanced Optics Electronics, Inc. (0-2451
1), we agree with the statements made by the Registrant except for the
following:
Our dismissal occurred on January 16, 2001. On that date, we were
discussing with management the company's contractual terms with the
purchaser of it's first billboards and the timing of our proposed
written and oral audit confirmations of the terms of such contract
with the purchaser. During that discussion, we were asked if we were
uncomfortable with them as a client. We responded by saying it
depended upon the answers we received from our questions. We were
told, with such a response, that the company was uncomfortable with us
as auditors and we should cease and desist all audit work.
The aforementioned is our perception of the matter and there may be other
explanations for our dismissal. Accordingly, this has been disclosed in
accordance with Regulation S-B Item 304(a)(1)(v)(C).
Respectfully submitted,
Neff& Ricci LLP
/s/ Anthony W. Royle
----------------------------
Anthony W. Royle, CPA
Partner
CONSULTANTS & CERTIFIED PUBLIC ACCOUNTANTS
7001 Prospect Place NE Albuquerque, NM 87110
Exhibit 16.2
Advanced Optics Electronics, Inc.
8301 Washington N.E. Suite5
Albuquerque, NM 87113
Phone 505-797-7878
Fax 505-858-1871
September 25, 2001
Securities and Exchange Commission
450 5th Street, NW
Washington, D.C. 20549
Gentlemen:
This is in response to the letter from our prior accountants, Neff & Ricci
relating to the 8K filed in regards to Advanced Optics Electronics, Inc. change
of accountants. The Company had a good relationship with Neff & Ricci and
determined that it needed the services of a firm with expertise more specific to
the anticipated growth and industry concerns of the Company. The Company's board
of directors approved the change of independent accountants to Atkinson prior to
the preparation of the 2000 audit.
Sincerely,
/s/ Leslie S. Robins
----------------------------
Leslie S. Robins
Chairman of the Board of Directors
Advanced Optics Electronics, Inc.