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): December 16, 1999
Torque Engineering Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-221811 83-0317306
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2932 Thorne Drive, Elkhart, Indiana 70518
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(219) 264-2628
N/A
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
On December 16, 1999, the new board of directors of Torque Engineering
(formerly Quintessence Oil Co.) engaged Weinberg & Co., P.A., as Torque
Engineering's independent accountants to audit its consolidated financial
statements for the year ended December 31, 1999.
As discussed in Item 5 below and in the attached press release, Torque
Engineering's current management believes that the audit reports for the
financial statements for Quintessence for the fiscal years ended December 31,
1997 and 1998 were fraudulent. As a result, while the Company is reporting the
appointment of new auditors, apparently there is no prior auditor. On April 20,
2000, Weinberg & Co. agreed to audit Quintessence's books for the years ended
December 31, 1997 and 1998.
Item 5. Other Events
Between April 17th and 19th, 2000, in connection with Weinberg & Co.'s
audit of Torque Engineering's financial statements for the year ended December
31, 1999, Torque Engineering's new management discovered that the audit reports
accompanying Quintessence's financial statements for the fiscal years ended
December 31, 1997 and 1998 were fraudulent.
Torque Engineering's new management learned that the accounting firm whose
opinion accompanied Quintessence's financial statements for the fiscal years
ended December 31, 1997 and 1998 had not performed the audits set forth on the
reports.
On April 19, 2000, Torque Engineering issued a press release disclosing
management's discovery of the fraudulent nature of the audit reports for its
financial statements for those fiscal years and the need to audit those years to
become current. A copy of that press release is attached to this Form 8-K as
exhibit 99.1 and incorporated by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release dated April 19, 2000.
<PAGE>
SIGNATURE
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.
Date: April 24, 2000 Torque Engineering Corporation
By: /s/ Raymond B. Wedel, Jr.
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Raymond B. Wedel, Jr., President
TORQUE ENGINEERING PRESS RELEASE
(f/k/a Quintessence Oil Company)
April 19, 2000
Elkhart, Indiana
The new management of Torque (formerly known as Quintessence Oil Company)
reported today that it had just discovered that the audit reports accompanying
the financial statements of Quintessence for the fiscal years ended December 31,
1997 and 1998 were fraudulent as the audits were not performed by the accounting
firm set forth on the reports. Quintessence Oil Company was essentially dormant
during that period of time and present management believes the financial
statements included with the 1997 and 1998 10-KSBs are likely accurate since
there were essentially no operations and the assets consisted principally of
cash.
The company has engaged new auditors to audit the financial statements for the
year ended December 31, 1999. While preparing the Form 8-K to disclose the
change of auditors, the company contacted the audit firm listed in the audit
report for 1997 and 1998 and it was as a result of this contact that the
fraudulent report was discovered. The company will be required to reaudit the
1997 and 1998 financial statements and is making arrangements to accomplish that
expeditiously.
Management regrets having to make this disclosure, however we believe that other
than the time and expense required to correct this problem, it should not have
an impact on our vision for Torque or its ongoing operations. We have been
advised by OTC Compliance that the Company's trading symbol will be given an "E"
and we will have 30 days from then to complete the re-audits and bring our
reports current or we will be dropped from the OTCBB.
For further information contact Richard Wedel at Torque Engineering Corporation,
Elkhart, Indiana, (219) 264-2628.
