SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
to
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 15, 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
N.A.
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(Former Name or Former Address, if Changed Since Last Report)
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Six consecutive pages
Exhibit Index appears on consecutive page 5.
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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 (i) had 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) had been provided with advice that
was an important factor considered by the Registrant in reaching a decision as
to an 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
originally with the Securities and Exchange Commission on April 16, 1997, 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. A
letter from Grant Thorn-
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<PAGE>
ton expressing agreement with such statements was included as an exhibit to the
Current Report on Form 8-K filed with the Commission on April 16, 1997, which is
being amended by this Amendment No. 1 on Form 8-K/A.
The Registrant also provided Mr. Tschida with a copy of the
disclosure contained in the first three paragraphs of this Item 4 before it was
filed originally with the Commission on April 16, 1997, 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.
On May 15, 1997, the Registrant received a copy of a letter from
Mr. Tschida addressed to the Commission stating that he agreed with the
statements made in Item 4 of the Registrant's current report on Form 8-K filed
with the Commission on April 16, 1997. A copy of Mr. Tschida's letter is
included as Exhibit 16-2 to this Amendment No. 1 on Form 8-K/A.
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 exhibits filed as part of this report are listed
in the Exhibits Index, which appears immediately
after the signature page and is incorporated herein
by this reference.
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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.
IMPERIAL PETROLEUM RECOVERY CORPORATION
By: /s/ Henry K. Kartchner
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Henry K. Kartchner
Chairman of the Board &
Chief Executive Officer
Date: May 16, 1997
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<PAGE>
Exhibits Index
Exhibit
Number Exhibit Description
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16-1 Letter of Grant Thornton LLP, dated April 16, 1997
(incorporated by reference to the Registrant's Current Report
on Form 8-K filed with the Commission on April 16, 1997,
Commission File No. 0-21169)
16-2 Letter of Robert G. Tschida, CPA, dated May 15, 1997*
___________________
* Filed herewith.
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Robert G. Tschida
Certified Public Accountant
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3606 Morris Avenue
Suite 102
Pueblo, CO 81006
(719) 545-7999
May 15, 1997
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Dear Sirs:
I have read the information stated in the 8K for Imperial Petroleum Recovery
Corporation regarding the change of auditors and agree with such information.
Very truly yours,
/s/ Robert G. Tschida
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Robert G. Tschida, CPA
Enclosure
Member of the American Institute of Certified Public Accountants
Member of the Colorado Society of Certified Public Accountants
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