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): October 10, 2001
NQL INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
0-10558 33-0887356
(Commission File Number) (I.R.S. Employer
Identification No.)
19000 MacArthur Boulevard, 5th Floor, Irvine, CA 92626
(Address of Principal Executive Offices) (Zip Code)
(949) 440-7902
(Registrant's telephone number,
including area code)
Item 4. Changes in Registrant's Certifying Accountants.
On October 10, 2001, the Company informed Ernst & Young LLP ("E&Y") that E&Y
would no longer be retained as the Company's independent auditor. The reasons
for this decision are as follows: (i) the Company desires to reduce its annual
auditors fees as it has significantly reduced its overhead and operational
expenses; and (ii) the Company no longer has a need for an accounting firm as
large as E&Y and desires a firm that is more in line with the Company's current
size.
E&Y audited the Company's consolidated financial statements for the years ended
December 31, 2000 and 1999. The report of Ernst & Young LLP on the Company's
consolidated financial statements for the year ended December 31, 2000, was
modified to include a going concern uncertainty. During the years ended December
31, 2000 and 1999 and during the portion of 2001 prior to the board of
directors' decision to make a change, there were no disagreements between the
Company and E&Y on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of E&Y, would have caused it to make reference
to the subject matter of the disagreement in connection with its reports.
The decision not to retain E&Y has been approved by the board of directors of
the Company.
Effective October 10, 2001, the Company retained J.H. Cohn LLP to serve as its
independent auditor for fiscal year 2001. The decision to retain J.H. Cohn LLP
has also been approved by the Company's board of directors. During the Company's
two most recent fiscal years and during the portion of 2001 prior to the board
of directors' decision, the Company did not consult with J.H. Cohn LLP regarding
the application of accounting principles to a specified transaction nor the type
of audit opinion that might be rendered on the Company's consolidated financial
statements.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
16.1 Ernst & Young's Letter of Agreement to Securities and
Exchange Commission dated October 11, 2001.
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SIGNATURE
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.
NQL INC.
Date: October 11, 2001 By:/s/ David Pallmann
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David Pallmann
President
Index to Exhibits
Exhibit Description
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16.1 Ernst & Young's Letter of Agreement to SEC dated October 11, 2001
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