SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
DECEMBER 21, 1999
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Date of Report
(Date of earliest event reported)
POWERCOLD CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 33-19584 23-2582701
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(State of Incorporation) (Commission File No.) (IRS Employer Ident. No.)
103 GUADALUPE DRIVE
CIBOLO, TEXAS 78108
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(Address of principal executive offices)
210-659-8450
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(Registrant's telephone number)
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ITEM 1 - CHANGES IN CONTROL OF REGISTRANT
None
ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
None
ITEM 3 - BANKRUPTCY OR RECEIVERSHIP
None
ITEM 4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(I) The client-auditor relationship between the registrant and Padgett,
Stratemann & Co., L.L.P. has ceased.
(II) During the registrant's two most recent fiscal years (December 31,
1997 and December 31, 1998) the subsequent period up to the date of
the resignation of the former auditor, there were no disagreements
with the former auditor on any matter of accounting principles or
practices, financial statement disclosures or auditing scope of
procedure.
(III)The former auditor's report on the financial statements for the past
two years contained an unqualified opinion with an explanatory
paragraph in 1997 and 1998.
(IV) To the best of our knowledge there are no other required disclosures.
The former auditor verified that there have been no disagreements on
any matter of accounting principals or practices, financial
statements disclosure or auditing scope of procedure either during
the recent fiscal years and subsequent to the date of their
resignation.
(V) Amendment - Attached Exhibits
16.1 Accountants letter of resignation.
16.2 Accountants letter of agreement.
ITEM 5 - OTHER EVENTS
None
ITEM 6 - RESIGNATIONS OF REGISTRANT'S DIRECTORS
None
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
None
ITEM 8 - CHANGE IN FISCAL YEAR
None
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: December 21, 1999
POWERCOLD CORPORATION
/s/Francis L. Simola
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Francis L. Simola
President/CEO
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PADGETT, STRATEMANN & CO., L.L.P.
Certified Public Accountants
and Business Advisors
December 14, 1999
Mr. Francis L. Simola, President/CEO
PowerCold Corporation and Subsidiaries
103 Guadalupe Drive
Cibolo, Texas 78108
Dear Mr. Simola:
This is to confirm that the client-auditor relationship between PowerCold
Corporation & Subsidiaries (Commission File Number 33-19584), and Padgett,
Stratemann & Co., L.L.P. has ceased.
Sincerely,
/s/Padgett, Stratemann & Co., L.L.P.
Padgett, Stratemann & Co., L.L.P.
Certified Public Accountants
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, DC 20549
1635 N.E. Loop 410, Suite 700 - San Antonio, Texas 78209-1684
Telephone (210) 828-6281 - Fax (210)826-8606
An Independently Ownded Member of The McGladrey Network Worldwide Services
through RSM International
PADGETT, STRATEMANN & CO., L.L.P.
Certified Public Accountants
and Business Advisors
December 27, 1999
Securities and Exchange Commission
Washington, DC 20549
We were previously the independent accountants for POWERCOLD CORPORATION, and
on March 5, 1999, we reported on the consolidated financial statements of
POWERCOLD CORPORATION as of and for the two years ended December 31, 1998. On
December 14, 1999, we resigned as independent accountants of POWERCOLD
CORPORATION.
We have read POWERCOLD CORPORATION's statements included under Item 4 of its
Form 8-K, dated December 21, 1999, and we agree with such statements.
Sincerely,
/s/Padgett, Stratemann & Co., L.L.P.
Padgett, Stratemann & Co., L.L.P.
Certified Public Accountants
1635 N.E. Loop 410, Suite 700 - San Antonio, Texas 78209-1684
Telephone (210) 828-6281 - Fax (210)826-8606
An Independently Ownded Member of The McGladrey Network Worldwide Services
through RSM International
