THERMACELL TECHNOLOGIES INC
8-K, 2000-05-03
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS
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                                 UNITED STATES
                       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 (Date of earliest event reported): May 2, 2000



                          THERMACELL TECHNOLOGIES, INC.
                          ----------------------------
            (Exact name of registrant as specified in its character)



     Florida                            0-21279                     59-3223708
- ----------------------------            -------                     ----------
(State or other jurisdiction     (Commission File Number)       (IRS Employer
 of incorporation)                                           Identification No.)


      440 Fentress Blvd., Daytona Beach, FL.                      32114
      -------------------------------------                       -----
     (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number (including area code): (904) 253-6262



<PAGE>


ITEM 4. CHANGES IN COMPANY'S CERTIFYING ACCOUNTANT

The  company  was  formally  advised  in  writing  on April 25,  2000,  that its
independent  certified public accountant firm, Cherry Bekaert & Holland,  L.L.P.
was  terminating  its  relationship.  The  accountants'  report on the company's
audited financial statements for the previous two years ended September 30, 1999
and 1998 included  limitations  based on the  assumption  that the company would
continue as a going concern.  Other than the  uncertainty  inherent in the going
concern assumption, such financial statements did not contain an adverse opinion
or a disclaimer of opinion nor was it modified as to uncertainty, audit scope or
accounting principles. Further, there have been no disagreements with the former
accountant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure which disagreement,  if not
resolved  to  the  satisfaction  of  the  accountants,  would  have  caused  the
accountants to make reference to a disagreement in connection with their reports
during  the two most  recent  fiscal  years and the  subsequent  interim  period
through  December  31,  1999.  No  "reportable   event",   as  defined  in  Item
304(a)(1)(v) of Regulation S-K, occurred during the two most recent fiscal years
and the subsequent interim period through December 31, 1999. The company did not
make any  decision  to change  accountants.  A copy of the  accountant's  letter
appears as an exhibit.

The Registrant's board of directors approved the appointment of Pender Newkirk &
Company as the successor independent accountants to Cherry Bekaert & Holland.

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.

                                THERMACELL TECHNOLOGIES,INC.

DATE: May 2, 2000

                                BY: /s/ Gerald Couture
                                ------------------
                                Gerald Couture,  Vice President Finance






EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
- ----------- -----------

16      Accountant's Letter dated May 2, 2000.




May 2, 2000


Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549


Ladies and Gentlemen:

We were previously principal accountants for ThermaCell  Technologies,  Inc. and
subsidiaries  (the  Company) and under date of December 2, 1999,  we reported on
the  consolidated  financial  statements  of the Company as of and for the years
ended  September  30,  1999 and 1998  (which  report  contained  an  explanatory
paragraph  referring  to an  uncertainty  as to the  ability  of the  company to
continue as a going  concern).  On April 20, 2000, we sent  notification  to the
Company that we were terminating the client-auditor  relationship.  We have read
the  Company's  statements  included  under  Item 4 of its Form 8-K dated May 2,
2000,  which we understand will be filed with the Commission,  and we agree with
such statements contained therein insofar as they relate to our firm.


                                           Very truly yours,

                                           /s/ Cherry, Bekaert & Holland, L.L.P.





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