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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): APRIL 12, 2000
UNITED PETROLEUM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-25006 13-3103494
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
5800 N.W. 74TH AVENUE
MIAMI, FLORIDA 33166
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
(305) 592-3100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 12, 2000, the Company's Audit Committee recommended to the
Company's Board of Directors, and the Board of Directors approved, the
engagement of Deloitte & Touche LLP ("D&T") as the Company's independent
auditors for the fifty-three week fiscal year ending on the Sunday nearest
August 31, 2000, to replace the firm of J.H. Cohn LLP ("Cohn") who was engaged
by the Company since March 22, 1999. Prior to the merger on November 12, 1999 of
F.S. Convenience Stores, Inc. ("FSCI") and United Petroleum Group, Inc., a
wholly-owned subsidiary of the Company, in a transaction accounted for as a
reverse acquisition, D&T were the independent auditors for FSCI, the accounting
acquirer, and the related group of Farm Stores entities. The Company advised
Cohn on April 13, 2000 that it had determined to engage D&T as the Company's
independent auditors, effective that date.
The report of Cohn on the Company's financial statements for the
portion of the past two years during which it was engaged by the Company did not
contain an adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles, except as
noted in the following sentence. Cohn's report for the fiscal year ended
December 31, 1998 included an explanatory paragraph stating that the
consolidated financial statements of the Company were prepared assuming that the
Company would continue as a going concern and that the Company's financial
condition raised substantial doubt about its ability to continue as a going
concern.
In connection with the audit of the Company's financial statements for
the fiscal year ended December 31, 1998, and in the subsequent interim period,
there were no disagreements with Cohn on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to the satisfaction of Cohn, would have caused Cohn to make
reference to the matter in connection with its report. In addition, during the
aforementioned fiscal year and the subsequent interim period during which Cohn
served the Company, the Company had no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
Cohn has not advised the Company, during the portion of the two most
recent fiscal years during which it was engaged by the Company or in the
subsequent interim period, that: (A) the internal controls necessary for the
Company to develop reliable financial statements do not exist; (B) information
has come to their attention that has led them to no longer be able to rely on
management's representations, or that has made them unwilling to be associated
with the financial statements prepared by management; (C) there was a need to
expand significantly the scope of their audits, or (D) information has come to
their attention that they have concluded will, or that if further investigated
may, materially impact the fairness or reliability of either previously issued
audit reports or the underlying financial statements, or the financial
statements issued or to be issued covering the fiscal period subsequent to the
date of the most recent audited financial statements covered by an audit report.
No consultations occurred between the Company and D&T, during the two
most recent fiscal years and any subsequent interim period prior to the
Company's engagement of D&T, regarding the application of accounting principles
to a specified transaction, or the type of audit opinion that might be rendered
on the Company's financial statements, nor was any report or oral advice
provided by D&T to the Company that D&T concluded was an important factor
considered by the Company in reaching a decision as to the accounting, auditing
or financial reporting issue.
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Cohn has furnished to the Company a letter addressed to the United
States Securities and Exchange Commission stating that it agrees with the
statements concerning Cohn and made by the Company herein. A copy of that letter
is filed as an exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(16) Letter regarding change in certifying accountant from J.H.
Cohn LLP dated April 17, 2000
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.
UNITED PETROLEUM CORPORATION
(Registrant)
By: /s/ Carlos E. Bared
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Date: April 18, 2000 Carlos E. Bared
Sr. Vice-President and Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
16 Letter from J.H. Cohn dated April 17, 2000 regarding change
in registrant's certifying accountant
</TABLE>
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[J.H. COHN LLP LETTERHEAD]
EXHIBIT 16
April 17, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: (File No. 0-25006)
Ladies and Gentlemen:
We were engaged as the principal accountants for United Petroleum Corporation
(the "Company") on March 22, 1999 and on April 9, 1999 we reported on the
consolidated financial statements of the Company as of December 31, 1998 and for
the year then ended. On April 12, 2000, we were informed that we were dismissed
as the principal accountants for the Company. We have read the Company's
statements included pursuant to Item 4 in its Form 8-K Current Report dated
April 12, 2000. At the request of the Company, we hereby state that we agree
with the statements included in the second, third and fourth paragraphs of Item
4 that relate to our firm.
Very truly yours,
/s/ J.H. COHN LLP
J.H. COHN LLP
