Item 4.   Changes in Registrant’s Certifying Accountants

        (1)  On December 8, 2000, Kelly and Company (the “Accountants”) resigned as the Registrant’s independent public accountants.

        (2)  The reports of the Accountants on the Registrant’s financial statements for the fiscal years 1998 and 1999 did not contain any adverse opinion or disclaimer of opinion and were not modified as to uncertainty, audit scope or accounting principles, except as follows:

              The audit report with respect to the consolidated financial statements of Registrant and its subsidiaries for the years ended August 31, 1998 and August 31, 1997 stated that the following: (a) the discontinuance of substantially all of the business in which Registrant has engaged to concentrate on development of the biomass business; (b) losses and negative cash flows from operations since Registrant’s inception in 1997; and (c) delinquency in the payment of payroll tax deposits, raised substantial doubt about the Registrant’s ability to continue as a going concern. The financial statements did not include any adjustments that might result from the outcome of this uncertainty.

        (3)  Registrant believes that there were no disagreements with the Accountants in connection with the audit of the Registrant’s financial statements for Registrant’s two most recent fiscal years or for any subsequent interim period, which disagreement if not resolved to their satisfaction would have caused the Accountants to make reference to the subject matter of the disagreements in connection with its report, except as follows:

              The review of the September 30, 2000 financial statements was not completed before the filing of the Form 10-QSB on November 20, 2000. It is Registrant’s position that the information necessary to complete the review of the financial statements has been provided to the Accountants. However, the Accountants have stated that they still have not received such information as of December 7, 2000.

              Registrant’s management presented the Board of Directors with information regarding the foregoing disagreement. However, the Board of Directors did not discuss the disagreement directly with the Accountants.

        (4)  The Audit Committee and the Board of Directors of the Registrant received a letter dated April 12, 2000 from the Accountants communicating certain matters involving Registrant’s internal control and operation considered to be reportable conditions under standards established by the American Institute of Certified Public Accountants. These matters were: (a) inadequate procedures for control of assets; (b) absence of controls considered appropriate for the type and level of transaction activity; (c) absence of appropriate segregation of duties consistent with control objectives; (d) failure of Registrant’s accounting staff to perform tasks that are part of internal control; (e) failure of identified controls in detecting or preventing misstatements of accounting information; (f) absence of a sufficient level of control consciousness; (g) need to timely report and remit payroll related taxes; and (h) failure to file income tax returns in a timely manner. Registrant has considered all of these matters and is vigorously taking steps feasible in its present situation to address these matters.

        (5)  As discussed in paragraph 3 above, the Accountants have advised Registrant that the financial statements filed with the Form 10-QSB for the quarter ended September 30, 2000 were not reviewed by them prior to the filing of such statements on November 20, 2000.

        (6)  Registrant has authorized the Accountants to respond fully to any inquiries of any successor accountant regarding the above matters. The Board of Directors has not selected a successor accountant as of this date.

        (7)  Registrant has provided the Accountants with a copy of the disclosures it made in the 8-K filed on December 14, 2000. The letter from the Accountants to the Commission (“Accountant’s Letter”) stating whether it agrees with the statements made in the 8-K filed on December 14, 2000 and, if not, stating the respects in which it does not agree is attached hereto as Exhibit 16.

             In response to the Accountant’s letter, Registrant desires to clarify its position with respect to the disagreement disclosed in paragraph three herein and addressed in paragraph three of the Accountant’s letter. It is Registrant’s position that on or by November 15, 2000, Registrant provided the Accountants with information that Registrant believed was sufficient to complete the review of the financial statements included in the Form 10-QSB