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: July 22, 2002
JAGGED EDGE MOUNTAIN GEAR, INC.
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(Exact name of registrant as specified in its charter)
Colorado 000-28499 84-1448778
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
55 East, 100 South Moab, Utah 84532
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(New Address)
Registrant's telephone number, including area code: (435) 259-8900
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Oatley & Hansen, P.C., a professional corporation of certified public
accountants ("Oatley") was the independent accounting firm for Jagged Edge
Mountain Gear, Inc., a Colorado corporation (the "Company"), for the fiscal
years ended July 31, 2000 and 2001. Oatley audited the Company's financial
statements for the fiscal years ended July 31, 2000 and 2001. Oatley's reports
for these fiscal years contained a going concern qualification as follows:
"The accompanying financial statements have been presented assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. As
discussed in Note B to the financial statements, the Company has incurred
significant recurring losses and has a substantial liquidity shortage as of July
31, 2001. As a consequence, the Company requires significant additional
financing to satisfy outstanding obligations and continue operations. Unless the
Company successfully obtains suitable significant additional financing there is
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also discussed in Note B. The
financial statements do not include any adjustments to reflect the possible
future effect on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of this
uncertainty."
Oatley's business was acquired by Gordon, Hughes & Banks, LLP ("GHB"), and
the principal accountant who had been responsible for the Company's audit during
the years ended July 31, 2000 and 2001 became employed by GHB. Consequently, on
July 22, 2002, the Company engaged GHB ("GHB") to act as the independent
accounting firm for the Company. As a result, Oatley was not retained. The
Company had not consulted with GHB prior to its acquisition of Oatley, although
it did consult with GHB prior to July 22, 2002, in connection with the
transition of the Company's audit functions to GHB.
Prior to GHB becoming the independent accountants for the Company, neither
the Company, nor anyone on its behalf, consulted with GHB regarding the
application of accounting principles to a specific or contemplated transaction.
Neither the Company nor anyone on its behalf consulted with GHB regarding the
type of audit opinion that might be rendered on the Company's financial
statements or any matter that was the subject of a disagreement or event as
defined at Item 304(a)(2) of Regulation S-B.
The decision to change accountants was recommended and approved by the
board of directors of the Company. During the period from August 1, 1999 to July
31, 2001, and through the date of this report, there were no disagreements with
Oatley on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Oatley, would have caused it to make reference to the
subject matter of the disagreements in connection with its reports on the
Company's financial statements as described on Item 304(a)(1)(iv)(A). In
addition, there were no such events as described under Item 304(a)(1)(iv)(B) of
Regulation S-B during such periods.
The Company has provided Oatley with a copy of the disclosures it is making
herein in response to Item 304(a) of Regulation S-B, and has requested that
Oatley provide its response letter, addressed to the United States Securities
and Exchange Commission, pursuant to Item 304(a)(3) of Regulation S-B, stating
whether it agrees with the statements made by the Company and, if not, stating
the respects in which it does not agree. A copy of Oatley's letter is attached
as an exhibit to this Current Report on Form 8-K.
The Company has provided GHB with a copy of the disclosures it is making in
response to Item 304(a)(2) of Regulation S-B, and GHB has indicated that no
response letter will be forthcoming.
ITEM 5. OTHER MATTERS
None
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
c. Exhibits:
Exhibit
Number Description
16.1 Letter of Oatley & Hansen, P.C., a professional
corporation of certified public accountants, addressed to
the United States Securities and Exchange Commission
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.
JAGGED EDGE MOUNTAIN GEAR, INC.
(Registrant)
Date: July 22, 2002 By: /s/ Craig K. Carr
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Craig K. Carr
Chief Financial Officer