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 May 9, 2002 ----------------- Date of Report (Date of earliest event reported) ENVIRO-ENERGY CORPORATION ---------------------------- (Exact name of small business issuer as specified in its charter) DELAWARE 0-30069 95-452-0761 ---------- --------- ------------- (State of (Commission (I.R.S. Employer incorporation) File Number Identification Number) 4430 Haskell Avenue, Encino, CA 91436 ------------------------------------ (Address of principal executive office)(City, State Zip Code) Registrant's telephone number, including area code: (818) 784-2445 ---------------- Page 1 - ----------------------------------------------------------------------- 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 Exhibit 16.1 Letter from Singer Lewak Greenbaum and Goldstein LLP page 4 Item 8. Change in Fiscal Year page 4 Signature/s page 5 - ----------------------------------------------------------------------- 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 As of May 8, 2002, the Board has approved the re-appointment of G. BRAD BECKSTEAD, CPA replacing Singer Lewak Greenbaum and Goldstein LLP as Enviro-Energy Corporation's Independent Accountants. G. Brad Beckstead, CPA reported the Company's financial statements for the past two years. Singer Lewak Greenbaum and Goldstein LLP was appointed in March 2002 and the Company's relationship with the firm has ceased as of May 8, 2002 as the Company determined that the cost of the audit of the Company's financial statements for the year ended December 31, 2001 which was in progress, had become excessive. On several occasions, Singer Lewak Greenbaum and Goldstein LLP disclosed to Management and the Board Members, the difficulties in auditing equity transactions, due to lack of documentation. As a result of the initial lack of documentation, Singer Lewak Greenbaum and Goldstein LLP would have had to perform additional procedures, which would have required a considerable time and additional fees. Prior to the change in auditors, there were no disagreements with Singer Lewak Greenbaum and Goldstein LLP on any matter of accounting principles or practices, financial statement disclosures or auditing scope of procedure, which if not resolved to the satisfaction of Singer Lewak Greenbaum and Goldstein LLP, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Page 2 financial statements for such year. 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 Singer Lewak Greenbaum and Goldstein LLP 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 May 9, 2002 is filed as Exhibit 16.1 to this Form 8-K. (b) New Independent Accountants Enviro-Energy Corporation engaged G. BRAD BECKSTEAD, CPA as the Company's principal accountant effective May 8, 2002. G. BRAD BECKSTEAD is the Registrant's Accountant for the two most recent fiscal years. Prior to re-appointing G. BRAD BECKSTEAD, CPA, neither the Company nor anyone on its behalf consulted with G. BRAD BECKSTEAD 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 G. BRAD BECKSTEAD, CPA 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. Page 3 (c) Exhibits. 16.1 Letter of Singer Lewak Greenbaum and Goldstein LLP (below) Singer Lewak Greenbaum and Goldstein LLP Certified Public Accountants & Management Consultants May 9, 2002 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: We were previously the Independent Accountant of Enviro-Energy Corporation, however, we did not report on the consolidated financial statements of Enviro-Energy Corporation and subsidiaries as of December 31, 2001 and the for the year then ended as we did not complete our audit. On May 8, 2002, we were dismissed as independent accountants of Enviro-Energy Corporation. We have read Enviro-energy Corporations statements included under Item 4 of its Form 8-K dated May 9, 2002, and we agree with such statements. Very truly yours, Singer Lewak Greenbaum and Goldstein LLP Los Angeles, CA Item 8. Change in Fiscal Year. Not applicable. Page 4 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 - ------------------------- (Registrant) /s/ Galen Loven - ----------------- GALEN LOVEN Chairman DATE: May 9, 2002 -------------- Page 5