[Letterhead of Mantyla McKeynolds]
August 25, 2000
Richard Surber, President
CyberAmerica Corporation
268 West 400 South, Suite 300
Salt Lake City, UT 84101
Dear Mr. Surber:
This will confirm our understanding of the arrangements for our audit of the
financial statements of CyberAmerica Corporation for the year ended December 31,
2000, and other services to be performed in conjunction with compliance
reporting under rules promulgated by the Securities and Exchange Commission
("SEC"). Please be advised that our audit report may not be included with any
filings with the SEC, or circulated to any other parties/entities, without our
review of such documents into which you intend to incorporate our report, and
our express written consent to include our report in such documents.
The objective of our audit is the expression of an opinion about whether your
financial statements are fairly presented, in all material respects, in
conformity with generally accepted accounting principles. Our audit will be
conducted in accordance with generally accepted auditing standards and will
include tests of your accounting records and other procedures we consider
necessary to enable us to express such an opinion. If our opinion is other than
unqualified, we will discuss the reasons with you in advance. If, for any
reason, we are unable to complete the audit or are unable to form or have not
formed an opinion, we may decline to express an opinion or to issue a report as
a result of this enaaaement.
Our procedures will include tests of documentary evidence supporting the
transactions recorded in the accounts, tests of the physical existence of
inventories and direct confirmation of receivables and certain other assets and
liabilities by correspondence with selected customers, creditors, and financial
institutions. We will also request written representations from your attorneys
as part of the engagement, and they may bill you for responding to this inquiry.
At the conclusion of our audit, we will request certain written representations
from you about the financial statements and related matters.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements; therefore, our audit will involve
judgement about the number of transactions to be examined and the areas to be
tested. Also, we will plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatements.
Because an audit is designed to provide reasonable, but no absolute, assurance
and because we will not perform a detailed examination of all transactions,
there is a risk that material errors, fraud, or illecal acts may exist and not
be detected by us. In addition, an audit is not designed to detect immaterial
errors, fraud, or other illegal acts or illegal acts that do not have a direct
effect on the financial statements. However, we will inform you of any material
errors that come to our attention and any fraud that comes to our attention. We
will also inform you of any other illegal acts that come to our attention,
unless clearly inconsequential. Our responsibility as auditors is limited to the
period covered by our audit and does not extend to any later periods for which
we are not engaged as auditors.
Our audit will include obtaining an understanding of internal controls
sufficient to plan the audit and to determine the nature, timing, and extent of
audit procedures to be performed. An audit is not designed to provide assurance
on internal control or to identify reportable conditions, that is, significant
deficiencies in the design or operation of internal control. However, during the
audit, if we become aware of such reportable conditions, we will communicate
them to you.
You are responsible for making all financial records and related information
available to us and for the accuracy and completeness of that information. We
will advise you about appropriate accounting principles and their application
and will assist in the preparation of your financial statements, but the
responsibility for the financial statements remains with you. This
responsibility includes the establishment and maintenance of adequate records
and effective internal controls
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over financial reporting, the selection and application of accounting
principles, and the safeguarding of assets. You are responsible for adjusting
the financial statements to correct material misstatements and for confirming to
us in the management representation letter that the effects of any uncorrected
misstatements aggregated by us during the current engagement and pertaining to
the latest period presented are immaterial, both individually and in the
aggregate, to the financial statements taken as a whole. You are also
responsible for identifying and ensuring that the entity complies with
applicable laws and regulations.
Because many computer systems use only two digits to record the year in date
fields, such systems may not be able to accurately process dates including the
year 2000 and after. The effects of this problem will vary from system to system
and may adversely affect your operations as well as the ability to prepare
financial statements. An audit of financial statements conducted in accordance
with generally accepted auditing standards is not designed to detect whether
your systems are year 2000 compliant. Further, we have no responsibility with
regard to your efforts to make your systems year 2000 compliant or to provide
assurance on whether you have addressed, or will be able to address, all the
affected systems on a timely basis. These are your responsibilities. However, we
may choose to communinicate matters that come to our attention relating to the
potential effects of the year 2000 on your computer system.
Our fee for these services will be at our standard rates plus any out-of-pocket
costs. Our invoices for these fees will be rendered each month as work
progresses and are payable on presentation. In addition, our fee for resolving
any problems as heretofore described or consultation subsequent to the issuance
of the financial statements will be at our normal per diem rates.
We appreciate the opportunity to be of service to you and believe this letter
accurately summarizes the significant terms of our engagement. If you have any
questions, please let us know. If you agree with the terms of our engagement as
described in this letter, please sign the enclosed copy and return it to us.
Sincerely,
MANTYLA McREYNOLDS
/s/ Kim G Reynolds
Kim G. McReynolds, CPA
Approved:
By: /s/ Richard D. Surber
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Title:
Date: 8/29/00
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