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): August 17, 1999
INTERNATIONAL CAVITATION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Colorado 0-28318 84-0768695
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
12407 S. Memorial, Bixby, Oklahoma 74008
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 369-5950
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Auditors:
(i) On August 17, 1999, the Registrant and Orton & Company ("Orton")
mutually agreed that Orton would be replaced as the independent
auditors for the Registrant effective immediately.
(ii) Orton's reports on the financial statements of the Registrant for
the three fiscal years ended May 31, 1998 contained an
explanatory paragraph as to the Company's ability to "continue
development stage operations". Except for such "going concern"
limitation, the report of Orton & Company did not contain an
adverse opinion or disclaimer of opinion, nor was it modified as
to uncertainty, audit scope, or accounting principles. In
connection with the Company's financial statements for each of
the three years ended May 31, 1998, there were no disagreements
with Orton on any matters of accounting principles and practices,
which, if not resolved to the satisfaction of Orton would have
caused such firm to make reference to the matter in their report.
(iii) The Registrants's Board of Directors approved the change in
accountants.
(v) For the two most recent fiscal years ended May 31, 1998, and for
each subsequent interim period preceding such mutual agreement,
the Registrant has not been advised of any matters described in
Regulation S-K, Item 304(a)(1)(v).
(b) New Independent Auditors:
(i) On August 17, 1999, the Registrant engaged Hogan & Slovacek
("Hogan") as its new independent accountants effective with
respect to the Company's fiscal year ending May 31, 1999.
(ii) Prior to August 17, 1999, the Registrant did not consult with
Hogan regarding (a) the application of accounting principles to a
specified transaction, (b) the type of audit opinion that might
be rendered by Hogan on the Registrant's financial statements, or
(c) any other matter that, had such matter existed, would have
been described in response to Regulation S-K, Item 304(a)(1)(iv)
or (v).
Item 7. Financial statements, Pro forma Financial Information and Exhibits.
Exhibit 7.1 Letter of Orton & Company
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.
INTERNATIONAL CAVITATION TECHNOLOGIES, INC.
Dated: August 31, 1999 By: /s/ David N. Shroff
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David N. Shroff
President
EXHIBIT INDEX
EXHIBIT NO.
7.1 Letter of Orton & Company
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Exhibit 7.1
August 31, 1999
Securities and Exchange Commission 450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by International Cavitation Technologies, Inc..
(copy attached), which we understand will be filed with the Commission, pursuant
to Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of
August 1999. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
Orton & Company
