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 30, 1999
NORTECH FOREST TECHNOLOGIES, INC.
--------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-21842-C 06-1342912
-------- ---------- ----------
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification Number)
2233 UNIVERSITY AVENUE, SUITE 225
ST. PAUL MINNESOTA 55114-1696
(Address of Principal Executive Offices, Including Zip Code)
Registrant's Telephone Number (including area code): (651) 645-5454
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective August 30, 1999, the Stockholders and the Board of Directors of
Nortech Forest Technologies, Inc. (the "Company"), acting on the recommendation
of management, approved the engagement of Lund Koehler Cox & Arkema LLP as the
Company's independent auditors for the fiscal year ending December 31, 1999.
Lund Koehler Cox & Arkema LLP replaces the firm of Stirtz Bernards Boyden Surdel
& Larter, who was dismissed effective August 30, 1999 as the Company's certified
public accountants responsible for auditing the Company's financial statements.
Stirtz Bernards Boyden Surdel & Larter reports for the last two fiscal years
contained an emphasis paragraph with respect to the Company's ability to
continue as a going concern without obtaining additional capital due to
recurring losses and negative cash flows from operations. Stirtz Bernards Boyden
Surdel & Larter reports contained no adverse opinions, disclaimers,
qualifications or modifications as to audit scope, accounting principles, or
uncertainty, other than the previously mentioned uncertainty.
For each of the two fiscal years ended December 31, 1998 and December 31, 1997
respectively, and in the subsequent interim period, there were no disagreements
with Stirtz Bernards Boyden Surdel & Larter on any matters of accounting
principles or practices, financial statement disclosure, the Company's
internal controls, reliability of management's representations, or
auditing scope and procedures which, if not resolved to make the satisfaction of
Stirtz Bernards Boyden Surdel & Larter, would have caused Stirtz Bernards Boyden
Surdel & Larter to make reference to the matter in their reports.
A copy of this disclosure is being provided to Stirtz Bernards Boyden Surdel &
Larter via facsimile concurrently with the filing of this report.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) EXHIBITS
(16.1) Letter regarding change in certifying accountant.
2
<PAGE>
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, hereunto duly authorized.
NORTECH FOREST TECHNOLOGIES, INC.
(Registrant)
Dated: August 31, 1999 By: (s) Calvin E. Blanchard
------------------------
Calvin E. Blanchard
Chief Operating Officer
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(16.1) Letter regarding change in certifying accountant.
4
[LETTERHEAD OF STIRTZ BERNARDS BOYDEN SURDEL & LARTER]
Securities and Exchange commission
Washington, D.C. 20549
Gentlemen:
We were previously principal accountants for Nortech Forest Technologies, Inc.
(Nortech) and on January 21, 1999, we reported on the financial statements of
Nortech as of and for the two years ended December 31, 1998. On August 30, 1999,
we were dismissed as principal accountants of Nortech. We have read Nortech's
statements included under Item 4 of its Form 8-K for August 30, 1999, and we
agree with such statements.
Sincerely,
/s/ Stirtz Bernards Boyden Surdel & Larter
Stirtz Bernards Boyden Surdel & Larter
Edina, Minnesota
September 1, 1999
