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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
Date of Report (Date of earliest event reported): August 18, 1999
USTMAN TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 0-16011 95-2873757
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(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
12265 W. Bayaud Ave. #110, Lakewood, CO 80228
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 986-8011
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
a. Effective August 18, 1999, USTMAN Technologies, Inc. ("USTMAN")
dismissed its prior independent auditors Ernst & Young LLP ("Ernst & Young") and
retained as its new independent auditors, Gelfond Hochstadt Pangburn, P.C. Ernst
& Young's report on USTMAN's financial statements during the two most recent
fiscal years contained no adverse opinion or disclaimer of opinion, and was not
qualified as to audit scope or accounting principles. The decision to change
accountants was unanimously approved by USTMAN's Board of Directors.
During the last two fiscal years and the subsequent interim period to the
date hereof, there were no disagreements between USTMAN and Ernst & Young on any
matter of accounting principle or practice, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Ernst & Young, would have caused it to make reference to the
subject matter of disagreement in connection with its report on the financial
statements of USTMAN for such period.
No "reportable event", as that term is defined in Item 304 (a) (1) (iv) of
Regulation S-B, occurred during the two most recent fiscal years and through
August 18, 1999.
b. USTMAN engaged Gelfond Hochstadt Pangburn, P.C. as its new independent
accountants as of August 18, 1999. During the two most recent fiscal years and
through August 18, 1999 USTMAN has not consulted with Gelfond Hochstadt
Pangburn, P.C. regarding (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on USTMAN's financial statements or (ii) any
matter that was either the subject mater of a disagreement or a reportable event
(as described in Item 304 (a) (1) of Regulation S-B).
c. The Registrant has requested Ernst & Young LLP to furnish it a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made in Item 4 (a) above and, if not, stating the respects
in which it does not agree. A copy of such letter, dated August 18, 1999 is
filed as Exhibit 16.1 to this Form 8-K.
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.
USTMAN TECHNOLOGIES, INC.
Date: August 18, 1999 By /s/ Dan R. Cook
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Dan R. Cook, President
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Change in Registrant's Certifying Accountant
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EXHIBIT 16.1
(Ernst & Young LLP Letterhead)
August 18, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated August 18, 1999, of USTMAN Technologies,
Inc. and are in agreement with the statements contained in paragraph (a)
therein. We have no basis to agree or disagree with other statements of the
registrant contained therein.
/s/ Ernst & Young LLP
