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
March 8, 2002
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Date of Report (Date of earliest event reported)
ENVIRO-ENERGY CORPORATION
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(Exact name of small business issuer as specified in its charter)
DELAWARE 0-30069 95-452-0761
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(State of (Commission (I.R.S. Employer
incorporation) File Number Identification Number)
4430 Haskell Avenue, Encino, CA 91436
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(Address of principal executive office)(City, State Zip Code)
Registrant's telephone number, including area code: (818) 784-2445
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TABLE OF CONTENTS
Item 1. Changes in Control of Registrant page 2
Item 2. Acquisition or Disposition of Assets page 2
Item 3. Bankruptcy or Receivership page 2
Item 4. Changes in Registrant's Certifying Accountant page 2
Item 5. Other Events page 3
Item 6. Resignation of Registrant's Directors page 3
Item 7. Financial Statements & Exhibits page 3
Exhibit 16.1 Letter from G. BRAD BECKSTEAD, CPA page 4
Item 8. Change in Fiscal Year page 5
Signature/s page 5
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Change in Registrant's Certifying Accountant.
(a) Previous Independent Accountant
On March 6, 2002, the Board has approved the appointment of Singer
Lewak Greenbaum and Goldstein LLP as Enviro-Energy Corporation's
Independent Accountants replacing G. BRAD BECKSTEAD, CPA.
Mr. Beckstead's reports on the Company's financial statements for the
past two years did not contain an adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit
scope or accounting principles. During the past two years and
subsequent interim periods, prior to the change in auditors there were
no disagreements with Mr. Beckstead on any matter of accounting
principles or practices, financial statement disclosures or auditing
scope of procedure, which if not resolved to the satisfaction of Mr.
Beckstead, would have caused it to make reference to the subject matter
of the disagreement in connection with its reports on the financial
statements for such years. During this time period, there were no
"reportable events" as defined in Regulation S-K Item 304 (a)(1)(v).
Enviro-Energy Corporation requested that G. BRAD BECKSTEAD, CPA furnish
it a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements. A copy of that
letter dated March 11, 2002 is filed as Exhibit 16 to this Form 8-K.
Page 2
(b) New Independent Accountants
Enviro-Energy Corporation engaged Singer Lewak Greenbaum and Goldstein
LLP as the Company's principal accountant effective March of 2002.
During the Registrant's two most recent fiscal years prior to engaging
Singer Lewak Greenbaum and Goldstein LLP, neither the Company nor
anyone on its behalf consulted with Singer Lewak Greenbaum and
Goldstein LLP regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed, or
the type of audit opinion that might be rendered on the Company's
financial statements, and neither a written report nor oral advice was
provided to the Company by Singer Lewak and Goldstein LLP that was an
important factor considered by the Company in reaching a decision as to
any accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement, as that term is
defined to Item 304 (a) (1) (iv) of Regulation S-K and the related
instructions to 304 of Regulation S-K, or a reportable event, as that
term is defined in Item (a) (1) (v) of Regulation S-K.
Item 5. Other Events.
Not applicable.
Item 6. Resignation of Registrant's Directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
b) Pro forma financial information.
Not applicable.
(c) Exhibits.
16.1 Letter of G. BRAD BECKSTEAD, CPA (See next page)
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G. Brad Beckstead
Certified Public Accountant
330 E. Warm Springs Rd.
Las Vegas, NV 89119
702.257.1984
702.362.0540 fax
March 11, 2002
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
I was previously principal accountant for Enviro-Energy Corporation
(formerly "ThermaFreeze, Inc.") (the "Company") and reported on the
financial statements of the Company for the year ended December 31,
2000. Effective March 6, 2002, my appointment as principal accountant
was terminated.
I have read the Company's statements included under Item 4 of its Form
8-K dated March 8, 2002, and I agree with such statements, except that
I am not in a position to agree or disagree with the Company's
statement that the change was approved by the Audit Committee of the
Board of Directors or that the firm Singer Lewak Greenbaum and
Goldstein, LLP was not engaged regarding any matter requiring
disclosure under Regulation S-K, Item 304(a)(2).
Very truly yours,
/s/ G. Brad Beckstead, CPA
Page 4
Item 8. Change in Fiscal Year.
Not applicable.
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.
ENVIRO-ENERGY CORPORATION
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(Registrant)
/s/ Galen Loven
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GALEN LOVEN
Chairman
DATE: March 11, 2002
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