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): July 29, 1997
(DE) U.S. Environmental, Inc.
(Exact name of registrant as specified in charter)
Delaware 33-25969-NY 11-2906904
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
201 East Kennedy Blvd., Suite 1900
Tampa, Florida 33602
(Address of principal executive offices)
Registrant's telephone number, including area code (813) 228-0285
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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(a) (1) Stan A. Metter, CPA, the independent accountant which was
previously engaged as the principal accountant to audit the Registrant's
financial statements, was dismissed on July 29, 1997. Registrant stated that
the reason for the dismissal was based solely on the Registrant's desire,
subsequent to the relocation of its main corporate offices to Tampa, Florida,
to engage a local accounting firm. Such change in the certifying accountant
was not due to any disagreement between the Registrant and its former
independent accountant or the declination of such accountant to stand for
re-election.
(2) The principal accountant's report on the financial statements for
either of the past two years did not contain an adverse opinion or a
disclaimer of opinion, nor was it qualified as to uncertainty, audit scope, or
accounting principles. However, the Independent Auditors' Report dated
October 30, 1996 (except for Note 12 as to which the date was November 22,
1996) relating to the Company's consolidated financial statements for the
fiscal year ended September 30, 1996 prepared by Stan A. Metter, Certified
Public Accountant, contained a paragraph indicating that certain conditions
raised substantial doubt as to the Company's ability to continue as a going
concern and that the Company's consolidated financial statements had been
prepared assuming that the Company would continue as a going concern
(3) The decision to change accountants was approved by the Board of
Directors.
(4) During the Registrant's two most recent fiscal years and the
subsequent interim period preceding the change of accountants, there were no
disagreements with the former accountant on any manner of accounting
principles or practices, financial statement disclosure or auditing scope of
procedure, which disagreement if not resolved to the satisfaction of the
former accountant would have caused it to make reference to the matter of
disagreement in its report.
(b) Prior to the engagement of Pender Newkirk & Co., no member of that
firm was consulted by the Registrant (i) for the purpose of obtaining a
written report or oral advice with regard to the application of accounting
principles to a specified transaction of the Registrant, either completed or
proposed, (ii) regarding an inquiry as to the type of audit opinion that may
be rendered on the Registrant's financial statements or (iii) regarding any
matter that was the subject of a disagreement with Stan Metter, CPA or which
constituted a reportable event pursuant to Item 304(a)(1)(v) of Regulation
8-K. The name and address of the Registrant's new independent accountant is:
Pender Newkirk & Co.
100 South Ashley Drive, Suite 1650
Tampa, Florida 33602
Telephone: (813) 229-2321
Fax: (813) 229-2359
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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c. Exhibit 16.2 - Letter re change in certifying accountant
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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.
U. S. ENVIRONMENTAL, INC.
/s/ Robert W. Lewis
DATED: August 4, 1997
By: Robert W. Lewis
Treasurer and
Chief Financial Officer
<PAGE>
EXHIBIT 16.2
STAN A. METTER
CERTIFIED PUBLIC ACCOUNTANT
841 DeKalb Pike
Blue Bell, PA 19422
Telephone (610) 278-9444
Fax (610) 278-9298
August 4, 1997
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
RE: (DEL) Environmental, Inc.
Form 8-K filed August 4, 1997
Dear Sir or Madam:
I have read Item 4 of the Form 8-K dated August 4, 1997, of (DEL) U.S.
Environmental, Inc. and are in agreement with the statements contained
therein.
Very truly yours,
/s/ Stan A. Metter
Stan A. Metter
Certified Public Accountant
