FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 15, 2004
BLUETORCH, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada
------
(State or Other Jurisdiction of Incorporation)
000-3084133 90-0093439
----------- ----------
(Commission File Number) (IRS Employer Identification No.)
12607 Hidden Creek Way, Suite S, Cerritos, CA 90703
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(562) 623-4040
--------------
(Registrant's Telephone Number, Including Area Code)
Item 4. Changes in Registrant's Certifying Accountant.
(a) On June 15, 2004, the Board of Directors of Bluetorch, Inc. (the "Company")
approved the dismissal of Stonefield Josephson, Inc. ("Stonefield") as
independent auditors, effective immediately. The Company's Audit Committee
approved this action of the Board of Directors.
Stonefield's reports on the Company's financial statements for the last two
years ended December 31, 2003 and 2002, did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles. However, Stonefield's opinion in its
report on the Company's financial statements for last two years ended December
31, 2003 and 2002 included an explanatory paragraph which expressed substantial
doubt with respect to the Company's ability to continue as a going conern.
During the period from January 1, 2002 to June 13, 2004, there have not been any
disagreements with Stonefield 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 Stonefield, would have
caused them to make reference to the subject matter of the disagreement in
connection with their report. None of the events described in Item
304(a)(1)(iv)(B) of Regulation S-X have occurred with respect to Stonefield.
The Company provided to Stonefield the disclosure contained in this Form 8-K and
requested Stonefield to furnish a letter addressed to the Commission stating
whether they agree with the statements made by the Company herein and, if
not, the respects in which they do not agree. A letter from Stonefield is
attached as Exhibit 16 to this Form 8-K and incorporated herein by reference.
(b) On June 14, 2004, the Board of Directors of the Company approved the
Company's engagement of Squar, Milner, Reehl & Williamson, LLP ("Squar") as
independent auditors for the Company, to replace Stonefield. The Company
engaged Squar on June 14, 2004. The Company's Audit Committee approved this
action of the Board of Directors.
During the period from January 1, 2002 to June 13, 2004, neither the Company nor
anyone on its behalf consulted Squar regarding (i) the application of accounting
principles to a specific completed or contemplated transaction, (ii) the type of
audit opinion that might be rendered on the Company's financial statements, or
(iii) any matter that was the subject of a disagreement or event identified in
response to Item 304(a)(1)(v) of Regulation S-K (there being none).
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed with this report:
Exhibit No. Description of Exhibit
- ------------ ------------------------
16 Letter of Stonefield Josephson, Inc. dated June 16, 2004
99 Audit Committee Charter.
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 who is duly authorized.
BLUETORCH,INC.
Dated: June 21, 2004 By: /s/ Bruce MacGregor
Bruce MacGregor, President