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): April 9, 1997
Imperial Petroleum Recovery Corporation
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(Exact Name of Registrant as Specified in its Charter)
Nevada 0-21169 94-6615349
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(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification No.)
2603 Southwest Freeway, Suite 200, Stafford Texas 77477
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (281) 277-1011
4900 Seminary Road, Suite 1100, Alexandria, Virginia 22311
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(Former Name or Former Address, if Changed Since Last Report)
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Five consecutive pages
Exhibit Index appears on consecutive page 4.
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IMPERIAL PETROLEUM RECOVERY CORPORATION
Item 4. Changes in Registrant's Certifying Accountant.
On April 9, 1997, Imperial Petroleum Recovery Corporation (the
"Registrant") engaged the firm of Grant Thornton LLP ("Grant Thornton") as the
principal accountant to audit the Registrant's financial statements for the
fiscal year ended October 31, 1996. Before the engagement, neither the
Registrant nor anyone acting on its behalf had (i) consulted Grant Thornton
regarding the application of accounting principles to a specific completed or
contemplated transaction, or the type of audit that might be rendered on the
Registrant's financial statements, and (ii) been provided with advice that was
an important factor considered by the Registrant in reaching a decision as to
the accounting, auditing or financial reporting issue. The Registrant did,
however, consult Grant Thornton with respect to matters arising in connection
with comments from the Commission staff regarding its Form 10-SB filed with the
Commission on August 8, 1996. The decision to engage Grant Thornton was approved
by the Board of Directors of the Registrant.
Robert G. Tschida, CPA, Pueblo, Colorado, had audited the Registrant's
financial statements for the fiscal year ended October 31, 1995. The Registrant
decided not to engage Mr. Tschida to audit its financial statements for the
fiscal year ended October 31, 1996 because Mr. Tschida's relationship was with
former principals of the Registrant, and not with the Registrant's current
management. Mr. Tschida did not resign, nor was he dismissed. Mr. Tschida has
stated, however, that he would have declined to stand for re-election had he
been asked, since he does not accept engagements to audit companies that file
periodic reports with the Securities and Exchange Commission.
Mr. Tschida's report on the financial statements of the Registrant for the
fiscal year ended October 31, 1995 did not contain an adverse opinion or
disclaimer of opinion, nor was it modified as to uncertainty, audit scope or
accounting principles. To the knowledge of the Registrant's current management,
there were no disagreements between the Registrant and Mr. Tschida on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure that, if not resolved to Mr. Tschida's satisfaction,
would have caused Mr. Tschida to make reference to the subject matter of the
disagreement in connection with his report.
The Registrant requested Grant Thornton to review the disclosure contained
in the first three paragraphs of this Item 4 before it was filed with the
Securities and Exchange Commission, and provided Grant Thornton the opportunity
to furnish the Registrant with a letter addressed to the Commission containing
any new information, clarification of the Registrant's expression of its views,
or the respects in which Grant Thornton did not agree with the statements made
in the previous three paragraphs. Attached as an exhibit to this report is a
letter from Grant Thornton expressing agreement with such statements.
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The Registrant also provided Mr. Tschida with a copy of the disclosures
made in the first three paragraphs of this Item 4, requesting Mr. Tschida to
furnish a letter addressed to the Commission stating whether he agreed with the
statements made therein and, if not, stating the respects in which he did not
agree. As of the date of this filing, Mr. Tschida had not furnished such a
letter to the Registrant.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Listed below are the financial statements, pro forma financial
information and exhibits filed as part of this report:
(a) Financial statements of businesses acquired:
N.A.
(b) Pro forma financial information:
N.A.
(c) Exhibits:
The exhibit filed as part of this report is listed in the
Exhibits Index, which appears immediately after the
signature page and is incorporated herein by this reference.
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 hereunto duly authorized.
Imperial Petroleum Recovery Corporation
By: /s/ Henry K. Kartchner
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Henry K. Kartchner
Chairman of the Board &
Chief Executive Officer
Date: April 16, 1997
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Exhibits Index
Exhibit
Number Exhibit Description
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16-1 Letter of Grant Thornton LLP dated April 16, 1997
Suite 375
2070 Chain Bridge Road
Vienna, VA 22182-2536
703 847-7500
FAX 703 848-9580
Grant Thornton
GRANT THORNTON LLP Accountants and
Managements Consultants
The U.S. Member Firm of
Grant Thornton International
April 16, 1997
Securities and Exchange Commission
Washington, DC 20549
Re: Imperial Petroleum Recovery Corporation
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Imperial Petroleum Recovery Corporation
dated April 16, 1997, and agree with the statements contained therein.
Very truly yours,
GRANT THORNTON LLP
