SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
The Securities Exchange Act of 1934
May 24, 2002
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Date of Report (Date of earliest event reported
Cyclo3pss Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 0-22720 87-0455642
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State of Incorporation Commission File No. IRS Employer
Identification No.
7105 South Highland Drive, Suite #102
Salt Lake City, UT 84121
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Address of principal executive offices
(801) 972-9090
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(Registrant's telephone number)
Item 4. Changes in Registrant's Certifying Accountants
The Audit Committee of the Board of Directors of Cyclo3pss Corporation (the
"Company") annually considers and recommends to the Board the selection of
the Company's independent public accountants. As recommended by the
Company's Audit Committee, the Company's Board of Directors on May 20,
2002, decided to no longer engage Ernst & Young LLP ("Ernst & Young") as
the Company's independent public accountants and engaged Squire & Company,
PC to serve as the Company's independent public accountants effective
immediately.
During the two fiscal years ended February 29, 2000 and February 28, 2001,
and through the date of this Form 8-K, there were no disagreements with
Ernst & Young, LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to Ernst and Young's satisfaction would have
caused them to make reference to the subject matter of the disagreement in
connection with their reports on the Company's consolidated financial
statements for such years; and there were no reportable events as defined
in item 304 (a) (1) (v) of Regulation S-K. Ernst & Young has not rendered
an opinion on the Company's financial statements for the year ended
February 28, 2002.
Except for an explanatory paragraph concerning the Company's ability to
continue as a going concern, the audit report of Ernst & Young, LLP on the
financial statements of Cyclo3pss for the year ended February 28, 2001, did
not contain any adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope, or accounting
principles.
The Company provided Ernst & Young with a copy of the foregoing
disclosures. A letter from Ernst & Young, LLP dated May 24, 2002 to the
Securities and Exchange Commission stating its agreement with such
statements is attached as Exhibit 16.
During the years ended February 29, 2000 and February 28, 2001 and through
the date hereof, the Company did not consult with Squire & Company, PC
regarding the application of generally accepted accounting principles to
a specific transaction, either proposed or completed, or the type of audit
opinion that might be rendered on the Company's financial statements or
any other matters or reportable events as set forth in items 304 (a) (2)
(i) and (ii) of Regulation S-K.
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, thereunto duly authorized.
Date: May 24, 2002
CYCLO3PSS
By: William R. Stoddard
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CEO & Chairman
Principal Executive Officer
EXHIBIT INDEX
The following exhibits are filed herewith:
Number Description
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16 Letter from Ernst & Young, LLP to the Securities and
Exchange Commission dated May 24, 2002.