GARB OIL & POWER CORP
8-K, 2000-05-01
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                                  UNITED STATES
                       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


                                 April 28, 2000
                               ------------------
                Date of Report (Date of earliest event reported)


                          GARB-OIL & POWER CORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)


              Utah                         0-14859               87-0274134
              ----                         --------              ----------
 (State or other jurisdiction of  (Commission File Number)     (IRS Employer
         Incorporation)                                      Identification No.)


                        1588 South Main Street, Suite 200
                            Salt Lake City, UT 84115
                            ------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (801) 832-9865
                               -------------------
                         (Registrant's telephone number,
                              including area code)


                                10 Exchange Place
                            Salt Lake City, UT 84111
                            ------------------------
                         (Former name or former address,
                          if changed since last report)

<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant.

(a)      Effective April 28, 2000, the Registrant  dismissed  Hansen,  Barnett &
         Maxwell  ("HBM")  as its  certifying  accountant.  HBM's  report  dated
         September 10, 1999 on the Registrant's consolidated balance sheet as of
         June  30,  1999 and 1998 and the  related  consolidated  statements  of
         operations, comprehensive income (loss), stockholders' deficit and cash
         flows for each of the three years in the period ended June 30, 1999 and
         for the period from January 14, 1981 through June 30, 1999 included the
         following statement:

                  The accompanying  consolidated  financial statements have been
                  prepared  assuming  that the Company will  continue as a going
                  concern. The Company is a development stage enterprise engaged
                  in developing  technology related to production of electricity
                  by burning used rubber,  pyrolysis (extraction of oil, carbon,
                  and steel  from used  tires).  As  discussed  in Note 1 to the
                  consolidated  financial  statements,  the Company's  operating
                  losses since inception and the deficit  accumulated during the
                  development stage raise substantial doubt about its ability to
                  continue  as a going  concern.  Management's  plan  concerning
                  these matters are also  described in Note 1. The  consolidated
                  financial statements do not include any adjustments that might
                  result from the outcome of this uncertainty.

(b)      The Registrant's board of directors approved dismissal of HBM.

(c)      During the  Registrant's  three most recent fiscal years ended June 30,
         1999, 1998 and 1997 and the interim period subsequent to June 30, 1999,
         there were no  disagreements,  as defined in  Regulation  S-K Item 304,
         with HBM on any matter of accounting principles or practices, financial
         statement disclosure, or auditing scope or procedure.

(d)      The  Registrant  has  provided  HBM with a copy of this report prior to
         filing this report with the  Securities  and Exchange  Commission.  The
         Registrant  has  requested  HBM to  furnish  Registrant  with a  letter
         addressed to the Securities and Exchange  Commission stating whether it
         agrees with the statements made in this report and if not,  stating the
         respects  in which it does not  agree.  The  Registrant  shall file the
         letter as an exhibit to this report and has requested  that HBM provide
         the letter as promptly as possible so that the  Registrant can file the
         letter within 10 business days after the filing of this report.

(e)      On April 28,  2000,  the  Registrant  engaged HJ &  Associates,  LLC to
         perform its audits and provide various accounting services  thereafter.
         The Registrant  and HJ & Associates,  LLC did not consult prior to such
         date regarding any reportable matter.

Item 7.  Financial Statements and Exhibits.

         Exhibit 1 - Letter from Hansen, Barnett & Maxwell.

                                      -2-
<PAGE>

                                   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.

                                                GARB-OIL & POWER CORPORATION

Date: April 28, 2000                            By: /s/ John C. Brewer
                                                    --------------------------
                                                    John C. Brewer, President
<PAGE>

EXHIBIT 1

        HANSEN, BARNETT & MAXWELL
        A Professional Corporation
       CERTIFIED PUBLIC ACCOUNTANTS
                                                         (801) 532-2200
    Member of AICPA Division of Firms                   Fax (801) 532-7944
             Member of SECFS                      345 East 300 South, Suite 200
Member of Summit International Associates        Salt Lake City, Utah 84111-2693




April 28, 2000



Securities and Exchange Commission
Washington, D.C.

RE:  Garb-Oil and Power Corporation

We have read the statements  Garb-Oil and Power Corporation made in its Form 8-K
dated April 28, 2000 regarding changes in the registrant's  certifying accounts.
We agree with the statements made therein.


                                           /s/  Hansen, Barnett & Maxwell

                                             HANSEN, BARNETT & MAXWELL



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