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) MAY 9, 1995
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COM-TEK RESOURCES, INC
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(Exact name of registrant as specified in its charter)
COLORADO 0-11546 84-0832977
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(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
1624 MARKET STREET, SUITE 303, DENVER, COLORADO 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 595-8555
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
2. Ehrhardt, Keefe, Steiner & Hottman, PC was previously the principal
accountants for COM-TEK Resources, Inc. On May 9, 1995, that firm's appointment
as principal accountants was terminated and KPMG Peat Marwick LLP was engaged as
principal accountants. The decision to change accountants was approved by the
board of directors of the Company.
b. In connection with the audits of the two fiscal years ended September 30,
1994, and the subsequent interim period through May 9, 1995, there were no
disagreements with Ehrhardt, Keefe, Steiner & Hottman, PC on any matter of
accounting principles or practice, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to the
subject matter of the disagreement.
c. The audit reports of Ehrhardt, Keefe, Steiner & Hottman on the consolidated
financial statements of COM-TEK Resources, Inc. and subsidiaries as of and for
the year ended September 30, 1993 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. The audit report of Ehrhardt, Keefe,
Steiner & Hottman on the consolidated financial statements of COM-TEK Resources,
Inc. and subsidiaries as of and for the year end September 30, 1994 contained a
separate explanatory paragraph stating that:
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The majority of the
Company's oil and gas reserves are classified as proved undeveloped
properties and require significant additional capital investments
before they can be realized. As discussed in Note 1 to the financial
statements, the Company's recurring losses and working capital deficit
raise substantial doubt about the Company's ability to continue as a
going concern unless the Company obtains future profitable operations
and/or additional financing necessary to fund existing obligations and
produce oil and gas revenue. Management's plans in regard to these
matters are discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
This audit report was reissued on March 28, 1995 and the reissued report did not
contain any adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope, or accounting principles. The reissued
audit report of March 28, 1995 contained no separate explanatory paragraph.
d. During the two most recent fiscal years and the subsequent interim period
preceding Ehrhardt, Keefe, Steiner & Hottman's dismissal, the Registrant was not
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advised by Ehrhardt, Keefe, Steiner & Hottman that internal controls necessary
for the Registrant to develop reliable financial statements do not exist nor
that information has come to its attention that led it to no longer be able to
rely on management's representations or that has made it unwilling to be
associated with the financial statements prepared by management. The Registrant
has not been advised by Ehrhardt, Keefe, Steiner & Hottman of the need to expand
significantly the scope of the Registrant's audit nor has the Registrant been
advised that during the two most recent fiscal year and the subsequent interim
period preceding their dismissal, that information has come to the attention of
Ehrhardt, Keefe, Steiner & Hottman that a further investigation may (i)
materially impact the fairness or reliability of either: a previously issued
audit report or the underlying financial statements, or the financial statements
issued or to be issued covering the fiscal period subsequent to the date of the
most recent financial statements covered by an audit report (September 30, 1994)
or (ii) cause Ehrhardt, Keefe, Steiner & Hottman to be unwilling to rely on
management's representations or be associated with the Registrant's financial
statements. The Registrant has not been advised by Ehrhardt, Keefe, Steiner &
Hottman that information has come to its attention that it has concluded
materially impacts the fairness or reliability of either (i) a previously issued
audit report or the underlying financial statements or (ii) the financial
statements issued or to be issued covering the fiscal period subsequent to
September 30, 1994 and due to the dismissal of Ehrhardt, Keefe, Steiner &
Hottman the issue has not been resolved to its satisfaction prior to its
dismissal.
e. The Registrant has requested that Ehrhardt, Keefe, Steiner & Hottman furnish
it with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. A copy of Ehrhardt, Keefe, Steiner
& Hottman's letter to the Securities and Exchange Commission is being filed as
an exhibit to this Form 8-K.
f. No consultations occurred between the Registrant and KPMG Peat Marwick LLP
during the two most recent years and any subsequent interim period prior to KPMG
Peat Marwick LLP appointment regarding the application of accounting principles,
the type of audit opinion or other information considered by the Registrant in
reaching a decision as to an accounting, auditing or financial reporting issue.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statemens of Business Acquired
None
b. Pro Forma Financial Information
None
c. Exhibits
* Letter to Ehrhardt, Keefe, Steiner & Hottman, PC dated May 9, 1995.
* Reponse letter from Ehrhardt, Keefe, Steiner & Hottman, PC dated May 10,
1995.
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May 9, 1995
Dave Steiner
Ehrhardt, Keefe, Steiner & Hottman, PC
7979 E. Tufts Avenue
Suite 400
Denver, CO 80237
Dear Dave:
Attached is the COM-TEK Resources Form 8-K filing to the Securities and Exchange
Commission regarding the dismissal of Ehrhardt, Keefe, Steiner & Hottman PC and
the appointment of KPMG Peat Marwick LLP as auditors for the Company.
COM-TEK requests that Ehrhardt, Keefe, Steiner & Hottman furnish the Company
with a letter addressed to the Securities and Exchange Commission stating if
Ehrhardt, Keefe, Steiner & Hottman agrees with the statement made by COM-TEK in
the Form 10-K filing. Please furnish this letter to both the Company and the
Securities and Exchange Commission within ten (10) business days from today's
date.
If you have any questions, please feel free to call me.
Sincerely,
Dennis C. Dowd
President
Ehrhardt
Keefe
EKS&H Steiner &
Hottman PC
Certified Public Accountants
Securities and Exchange Commission
450 5th Street N.W.
Washington D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K of Com-Tek
Resources, Inc. dated May 9, 1995.
/s/ Ehrhardt Keefe Steiner & Hottman PC
Ehrhardt Keefe Steiner & Hottman PC
Denver, Colorado
May 10, 1995
7979 E. Tufts Avenue, Suite 400 Denver, Colorado 80237-2843
303 740-9400 Fax 303 740-9009
Member of DFK International and PKF International -- Providing Services in
Cities Worldwide
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.
COM-TEK RESOURCES, INC.
By: /s/ HUNTER SWANSON
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Hunter Swanson, Corporate Secretary
Date: May 9, 1995
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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.
COM-TEK RESOURCES, INC.
By: /s/ Hunter Swanson
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Hunter Swanson, Corporate Secretary
Date: May 9, 1995
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