SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported
November 19, 2002
US Patriot, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
South Carolina
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(STATE OR OTHER JURISDICTION OF INCORPORATION OF ORGANIZATION)
000-49865 57-1107699
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NUMBER)
101 Charles Drive
Bryn Mawr, Pennsylvania 19010
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (610) 520-3050
ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
On November 19, 2002, the Company's board of directors approved the
dismissal of Elliott Davis, LLC, the principal accountants previously engaged to
audit the Company's financial statements. The reports provided by Elliott
Davis, LLC for the fiscal year ended October 31, 2001 and the period from
October 2, 2000 (inception) to October 31, 2000 did not include an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles. During the Company's most
recent fiscal year ended October 31, 2002, and the subsequent period, there were
no disagreements with the former independent auditor on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreement, if not resolved to the satisfaction of the
former independent auditor, would have caused it to make reference to the
subject matter of the disagreement in connection with its report.
On November 19, 2002, the Company's board of directors approved the
engagement of Cogen Sklar, LLP as the principal accountants to audit the
Company's financial statements. During the Company's most recent fiscal year
and the subsequent period prior to such appointment, the Company has not
consulted the newly engaged independent auditor regarding either the application
of accounting principles to a specified transaction or the type of audit opinion
that might be rendered on the Company's financial statements, nor on any matter
that was either the subject of a disagreement or a reportable event.
Cogen Sklar, LLP reviewed the disclosure provided in this Form 8-K prior to
its filing with the Securities and Exchange Commission. The Company has
requested that Elliott Davis, LLC furnish a letter to the Securities and
Exchange Commission stating whether it agrees with the statements made by the
Company in this report and, if not, stating the respects in which it does not
agree. Attached as Exhibit 16.1 to this Current Report on Form 8-K is a copy of
the letter from Elliott Davis, LLC to the Securities and Exchange Commission
pursuant to Item 304(a)(3) of Regulation S-B.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
16.1 Letter from Elliott Davis, LLC dated November 25, 2002
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.
US PATRIOT, INC.
By: /s/ Chris Schwartz
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Name: Chris Schwartz
Title: Chief Executive Officer
Date: November 25, 2002