U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 7, 2000
PEPPERMILL CAPITAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-25989 98-0186841
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
Incorporation)
1819 Clarkson Road, Suite 205, Chesterfield, Missouri 63017
(Address of Principal Executive Offices) (Zip Code)
(314) - 530-4532
(Registrant's Telephone Number, including Area Code)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
Effective April 7, 2000, Peppermill Capital Corporation (the "Registrant")
engaged Kaufman, Rossin & Company as the Registrant's principal accountants to
audit the Registrant's financial statements for the year ending December 31,
1999. Kaufman Rossin & Company replaces Andersen, Andersen & Strong, L.C. who
had previously been engaged for the same purpose, and whose dismissal was
effective April 7, 2000. The decisions to change the Registrant's principal
accountants was approved by the Registrant's Board of Directors on March 23,
2000.
Andersen Andersen & Strong, L.C. was the Registrant's principal accountant
since the Registrant's date of incorporation on April 9, 1998. The reports of
Andersen, Andersen & Strong, L.C. on the Registrant's financial statements for
the fiscal year ended December 31, 1998, did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. The report of Andersen Andersen & Strong,
L.C. covering the period ended December 31, 1998 and February 28, 1999, contains
an explanatory paragraph that states that the developmental state of the
Registrant, and the need for additional working capital for its planned
activities, raise substantial doubt about the Registrant's ability to continue
as a going concern.
During the Registrant's fiscal year ended December 31, 1998, and in the
subsequent interim periods through April 7, 2000, there were no disagreements
with Andersen Andersen & Strong, L.C. on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Andersen Andersen &
Strong, L.C., would have caused it to make reference to the subject matter of
the disagreements in connection with its reports on the financial statements for
such periods.
Andersen Andersen & Strong, L.C. has not informed the Registrant of any
reportable events during the Registrant's fiscal year ended December 31, 1998
and in subsequent interim periods through April 7, 2000.
The Registrant has provided Andersen Andersen & Strong, L.C. with a copy of
the disclosures made herein and has requested Andersen Andersen & Strong, L.C.
to furnish a letter addressed to the Securities and Exchange Commission within
the next 10 days stating whether it agrees with the above statements. An
unexecuted, form copy of this letter is filed as Exhibit 99.1 to this Form
8-KSB.
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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.
Peppermill Capital Corporation
(Registrant)
Date: April 7, 2000 By: /s/ Clayton W. Varner
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Clayton W. Varner, President
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<PAGE>
EXHIBIT INDEX
Sequential Exhibit
Page Number Number Document
- ----------- ------ --------
5 99.1 Form of letter requested from
Andersen Andersen & Strong, L.C.
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Exhibit 99.1
April 7, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Peppermill Capital Corporation (the
"Company") (copy attached), which we understand will be filed with the
Commission, pursuant to Item 4 of Form 8-KSB, as part of the Company's Form
8-KSB report dated April 7, 2000. We agree with the statements concerning our
firm, except we are not in a position to agree or disagree with Company's
statements that:
1. Effective April 7, 2000, the Company engaged Kaufman, Rossin & Company
as the Registrant's principal accountant.
2. The decision to change accountants was approved on March 23, 2000.
Very truly yours,
Andersen Andersen & Strong, L.C.
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