UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 6, 2005
CREATIVE EATERIES CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
000-21753 88-0263701
(Commission File Number) (IRS Employer Identification Number)
Frank Holdraker, President
7400 E McDonald Suite 121, Scottsdale, AZ 85250
(Address of principal executive offices)
(480) 355-8170
(Registrant's telephone number, including area code)
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective November 18, 2005, our Board of Directors voted to dismiss the
Company's independent auditors. Previously, the firm of Manning Elliot LLP,
Chartered Accountants ("Manning Elliott") was Creative Eateries Corporation's
(formerly UltraGuard Water Systems Corp.) auditor of record through the quarter
ended June 30, 2005. None of Manning Elliot's reports on the Company's
consolidated financial statements for the years ending December 31, 2003 and
December 31, 2004 contained any adverse opinion or disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope or accounting principles,
except as it relates to the auditors issuance of a going concern opinion on the
financial statements for the years ending December 31, 2003 and December 31,
2004.
During the Registrant's two most recent fiscal years ended December 31,
2004, and interim periods through the date of this Form 8-K, there were no
disagreements with Manning Elliot with respect to matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures which, if not resolved to Manning Elliot's satisfaction would have
caused Manning Elliot to make reference to the subject matter of the
disagreement in connection with its reports on the Registrant's consolidated
financial statements for such years.
Manning Elliot has not advised the registrant of the matters outlined in
Item 304 (a)(1)(iv)(B) of Regulation S-B with respect to internal accounting
controls, management representations, scope of the audit and material matters
coming to their attention that would impact the financial statements and their
audit report for the Registrant's two most recent fiscal years ended December
31, 2004 and interim periods through the date of this Form 8-K.
As defined in Item 304(a)(1)(B) of Regulation S-B the Company changed its
method of recording the acquisition of Innovative Fuel Cells Technologies Inc.
in its amended Form 10-KSB for the year ended December 31, 2003. It was
determined that the acquisition of Innovative Fuel Cell Technologies, Inc.
("IFCT") was a reverse acquisition of UltraGuard instead of an acquisition of
IFCT by UltraGuard as previously reported and the Class "C" warrants were
considered to have no value and thus annual charges of $113,470 were terminated
as at December 31, 2002. Certain disclosures and financial statement amounts
have been restated as of December 31, 2002 and 2003. The December 31, 2002
operating results are now those of IFCT from September 30, 2002 (Date of
Inception) to December 31, 2002. For the year ended December 31, 2002 net loss
has been restated to decrease the loss from $657,617 to $12,292 and net loss per
share has been restated to decrease the loss per share from $0.06 per share to
nil. For the year ended December 31, 2003 net loss has been restated to decrease
the loss from $840,573 to $727,102 and net loss per share remained unchanged at
$0.05 per share. The balance sheets as at December 31, 2002 and 2003 were
restated to remove $1,025,291 of capitalized manufacturing technology and the
stockholders' equity section was revised to eliminate the stockholders' equity
of UltraGuard. Previously reported stockholders' equity as at December 31, 2002
of $453,335 has been reduced by $1,025,291 to a stockholders' deficit of
$571,956 and the previously reported stockholders' equity as at December 31,
2003 of $407,878 has been reduced by $1,025,291 to a stockholders' deficit of
$617,413. There was no change in stockholders' equity as a result of the reduced
valuation of the warrants. The cash flow statement for the fiscal year ended
December 31, 2002 was restated accordingly and only certain disclosures were
made for the year ended December 31, 2003.
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We retained the accounting firm of Epstein, Weber & Conover, PLC to serve
as our independent accountants to audit our financial statements beginning with
the quarter ended September 30, 2005. This engagement was effective November 18,
2005. Prior to engaging Epstein, Weber & Conover, PLC, the registrant had not
consulted with them on 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 registrant's financial statements.
ITEM 9.01 EXHIBITS
Exhibit No. 16: Letter from Manning Elliot LLP, Chartered Accountants.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned here unto duly authorized.
Date: December 6, 2005
Creative Eateries Corporation
By: /s/ Frank Holdraker
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Frank Holdraker, President
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