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UNITED STATES
SECURITIES 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 2, 2005
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ZEN POTTERY EQUIPMENT, INC.
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(Exact Name of Registrant as Specified in Its Charter)
COLORADO
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(State or Other Jurisdiction of Incorporation)
000-50154 84-1169517
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(Commission File Number) (IRS Employer Identification No.)
1185 AVENUE OF THE AMERICAS, 20TH FLOOR
NEW YORK, NEW YORK 10036
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Address of Principal Executive Offices) (Zip Code)
(646) 723-4000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective February 2, 2005, Cordovano and Honeck, P.C. (C&H) was
dismissed as the independent auditor of Zen Pottery Equipment, Inc., a Colorado
corporation (the Registrant).
Together with C&H's dismissal, the board of directors of the
Registrant approved the engagement of Imowitz Koenig & Co., LLP as the
Registrant's independent auditor for the fiscal year ending December 31, 2004 at
a meeting held on February 2, 2005, effective immediately. The merger of a
wholly-owned subsidiary of the Registrant and Xethanol Corporation (Xethanol) is
described more fully in a current report on Form 8-K dated February 2, 2005 and
filed with the U.S. Securities and Exchange Commission on February 3, 2005.
Historical reports filed by the Registrant after the merger will be those of
Xethanol, the continuing reporting entity, including the Registrant's annual
report on Form 10-KSB for the year ended December 31, 2004.
The reports of C&H on the Registrant's financial statements for
each of the two fiscal years ended June 30, 2004 and 2003 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope, or accounting principles, except that the audit
report for the fiscal year ended June 30, 2004 contained an explanatory
paragraph to the effect that a majority of the Registrant's sales were to a
related party and therefore not arms' length transactions.
In connection with the audits of the Registrant's financial
statements for each of the two fiscal years ended June 30, 2004 and 2003, and
through February 2, 2005, there were no disagreements with C&H on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of C&H, would
have caused C&H to make reference to the matter in its reports.
During each of the two fiscal years ended June 30, 2004 and 2003,
and through February 2, 2005, no information is required to be reported under
Item 304(a)(1)(iv)(B) of Regulation S-B.
The Registrant has provided C&H with a copy of this current report
on Form 8-K and has requested C&H to furnish the Registrant with a letter
addressed to the U.S. Securities and Exchange Commission stating whether it
agrees with the above statements and, if not, to state the respects in which it
does not agree with such statements. C&H's response letter, dated February 8,
2005, is filed as Exhibit 16.1 to this current report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
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16.1 Cordovano and Honeck LLP, Response Letter,
dated February 8, 2005.
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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 thereunto duly authorized.
ZEN POTTERY EQUIPMENT, INC.
Date: February 8, 2005 By: /s/ Christopher d'Arnaud-Taylor
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Christopher d'Arnaud-Taylor
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Cordovano and Honeck LLP, Response Letter,
dated February 8, 2005.
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