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
March 17, 2000
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Date of Report
(Date of Earliest Event Reported)
NEXTPATH TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
1615 N. 24th West Avenue
Tulsa, OK 74127
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(Address of principal executive offices)
918/295-8289
918/585-2782 (fax)
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name and former address, if changed since last report)
Nevada 000-26425 84-1402416
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 23, 2000, Gray & Northcutt, Inc., the Company's auditors since
February 8, 2000, resigned from the audit engagement of the Company effective
that date. Gray & Northcutt, Inc. has agreed to complete its audits of the
Company's subsidiaries, Laser Wireless, Inc., Willow Systems, Inc. and Sagebrush
Technology, Inc.
In its resignation letter, Gray & Northcutt, Inc. stated as follows: "In
the course of performing our work, we have concluded that NextPath lacks the
internal controls necessary for the development of reliable financial
statements. Further, information has come to our attention that leads us to
conclude that we should not rely upon the representations of NextPath's
management in place during the period covered by this audit".
The Company does not disagree with the statements of Gray & Northcutt,
Inc. In response to these statements (i) the Company has retained Robert
Woodward as Chief Financial Officer; (ii) Mr. Woodward has taken over the
financial books and records and accounts of the Company; (iii) the Company's
bank accounts have been moved from its former Hillsbrough, North Carolina
headquarters to its new headquarters in Tulsa, Oklahoma; (iv) the Company has
retained the services of an accountant to organize the Company's financial books
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and records; (v) the Company has adopted the financial management plan proposed
by Mr. Woodward; (vi) the Company's Audit Committee has been filled with three
independent directors; (vii) the Company has accepted the resignations of James
Ladd, its former President, CEO and Chairman, and of Douglas McClain, a former
director; (viii) the Company is in active discussions with an accounting firm to
complete the audit of the Company begun by Gray & Northcutt, Inc. so that the
Form 10-K for the fiscal year ended December 31, 1999 and all required amended
Form 8-K can be filed as soon as possible; and (ix) three new directors have
been elected to the Board.
The Company provided Gray & Northcutt, Inc. with a copy of this Current
Report on Form 8-K prior to its filing with the SEC and requested that Gray &
Northcutt, Inc. furnish the Company with a letter addressed to the SEC stating
whether it agrees with the statements made in this Current Report on Form 8-K
and, if not, stating the respects in which it does not agree. The letter of Gray
& Northcutt, Inc. is attached as an exhibit to this Current Report on Form 8-K.
ITEM 5. OTHER EVENTS
James R. Ladd resigned as Chairman, President and Chief Executive
Officer effective March 17, 2000 for medical reasons. David Nuttle, a director
of NextPath, has been appointed as the Chairman of the Board to replace Mr.
Ladd.
Effective April 1, 2000 the Board elected Mr. Nuttle to act as interim
President and CEO. The Board is currently conducting a search to fill this
position on a permanent basis. NextPath's current Vice President, Mr. Frederic
"Rick" Wolfer has been promoted to the position of President of the Company's
Environmental Technologies Group. The Company also announced the creation of a
Health Products Group, of which Essentia Water, Inc. will form the base.
Three additional directors were added to NextPath's Board of Directors,
bringing the total number of Directors to four. NextPath expects to announce the
appointment of additional Directors in the near future. The three most recent
appointees include Dr. Charles Gourd, Mr. Kenneth Sweet and Mr. Robert Woodward.
Mr. Woodward was also appointed Chief Financial Officer of NextPath. Mr. Sweet,
Mr. Woodward, and Dr. Gourd were appointed as members of the Audit Committee.
Mr. Woodward and Mr. Sweet were also appointed to the Finance and Acquisitions
Committees. Douglas McClain, a former Director, resigned March 30, 2000 for
personal reasons.
Dr. Charles Gourd has extensive academic and professional background in
the practical application of Anthropology for purposes of economic development.
His professional background includes economic development in third world
countries, as well as work with the U.S. State Department on multi-lateral Trade
Agreements, development of an international Free-Trade Zone, and is a Fellow in
the Entrepreneurial and MBA Programs at Babson College in Boston, Massachusetts.
Dr. Gourd received his PhD from the University of Kansas, and has a Bachelors
Degree in History from Northeastern State University.
Mr. Kenneth Sweet has over nine years of executive director experience
in Management Consulting, Business Valuation, Mergers & Acquisitions, and
Financial Advisory Services. Since 1991, Mr. Sweet has been the Executive
Director of Consulting Services and one of the In-House Counsel to International
Profit Associates (IPA), an international consulting firm. He has supervising
and/or directing in excess of 21,000 client consulting engagements to date.
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Prior to joining IPA, he was President of Windbrook Securities, Inc., a Broker/
Dealer and The Compass Investment Group, Inc., registered as a Commodity
Trading Advisor (CTA). Mr. Sweet also worked from 1981-1987 at E. F. Hutton &
Company, Inc. as an Account Executive. He has Bachelor of Science degrees in
both Business Administration and Accounting, graduating Magna Cum Laude from the
University of San Diego. He also holds a Juris Doctorate degree which he
received in December, 1977.
Mr. Robert Woodward has over twenty-five years of public accounting,
management consulting and senior management experience concentrated in the areas
of strategic business planning, corporate financial management, and
administrative and operations management. Mr. Woodward's relevant experience
includes that of Chief Financial Officer of Q-Com, Inc., a California
environmental high technology firm. Mr. Woodward has an undergraduate degree in
Business Administration from St. Francis College in New York, and a MBA from
Long Island University, New York. Mr. Woodward's recent consulting experience
has been concentrated in the areas of business infrastructure development and
corporate financial management.
David Nuttle, Chairman of the Board of NextPath, with over 40 years
economic and business development experience, has been involved with NextPath
since its inception and a member of the Board of Directors since January 20,
1998.
The Board of Directors has instructed NextPath's legal counsel to
proceed with the preparation of the documentation necessary to file an S-1
registration to register common shares, pursuant to the Securities Act of 1933,
following the completion of the annual audit. Upon meeting all necessary
requirements and listing standards, the Company intends to apply for the listing
of its common shares for trading on the NASDAQ Small Cap Market.
The Directors reaffirmed NextPath's agreement with International Profit
Associates, Inc. (IPA) of Buffalo Grove, Illinois, to assist with the
development of NextPath's business and financial management systems, act as
financial and investment advisor, and assist with corporate management tasks.
IPA is working with NextPath subsidiaries and affiliates to ensure proper
management, administration, and compliance with regulatory standards.
The Company intends to relocate NextPath's corporate offices to
NextPath's Tulsa, Oklahoma office.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
16.1 Letter of Gray & Northcutt, Inc. regarding change in certifying
accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
NextPath Technologies, Inc.
By:/s/David A. Nuttle
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David A. Nuttle, President
Date: April 3, 2000
April 3, 2000
Dear SEC,
Gray & Northcutt, Inc. agrees with the following statements as contained in
the form 8-K dated March 17, 2000 for NextPath Technologies, Inc.:
"In the course of performing our work, we have concluded that NextPath
lacks the internal controls necessary for the development of reliable financial
statements. Further, information has come to our attention that leads us to
conclude that we should not rely upon the repensentations of NextPath's
management in place during the period covered by this audit".
Sincerely,
By:/s/Gray & Northcutt, Inc.
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Gray & Northcutt, Inc.
