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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
AMENDED FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Amended Report: February 29, 2000
FLOTEK INDUSTRIES, INC.
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(Exact name of Registrant as specified in Charter)
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ALBERT, CANADA
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(State or Other Jurisdiction of
Incorporation or Organization)
Commission file number 1-13270 Employer I.D. #77-0709256
7030 Empire Central Drive
Houston, Texas
(Address of Principal Executive Offices) 80111
(Zip Code)
(713) 849-9911
(Telephone Number)
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This Amending 8K is submitted in connection with the written resignation of
the Auditors, Grant Thornton on or about the 26th day of January, 2000. In
accordance with Item 304 of Regulation S-B, the following information is
submitted:
Item 1. Grant Thornton, the former Auditor, resigned on or about January 26,
2000.
Item 2. The Auditor's Report on the financial statements for the past two
fiscal years of the company (attached and made part hereof), and, except for
its "going concern" doubts, there were no adverse opinions, disclaimer of
opinion, modification as to uncertainty, audit scope, or accounting principles.
Item 3. The resignation of Grant Thornton was accepted by the Board of
Directors at a Special Meeting held at the offices of the company on February
8, 2000. Copy of the resolution is attached hereto.
Item 4. There were no disagreements with Grant Thornton as to the matters set
out in Item 304(a)(1)(iv)(A), the only disagreement between company and Grant
Thornton being whether or not the company was REQUIRED by Law to spend the
money and time on having Grant Thornton audit each quarterly report of the
company. An impasse was reached on that point, and Grant Thornton resigned.
Subsequent to the resignation of Grant Thornton, the auditing firm of
Weinstein Spira & Company, 5 Greenway Plaza, Suite 2200, Houston, Texas 77046,
Telephone (713) 622-7000, Facsimile (713) 622-9535 was retained by the
company, but no accounting or auditing issues transpired or were discussed.
The former accountant is being faxed this report with a request for
letter to the Commission stating whether or not it agrees with the statements
made herein, and setting forth any disagreements herein. However, a copy of
the letter of resignation of Grant Thornton is attached hereto for reference.
ITEM 5. OTHER EVENTS
To the knowledge of Registrant, there are no other events, with
respect to which information is not otherwise called for by this form, that
the Registrant deems of importance to security holders of Registrant.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of
Registrant by the
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undersigned, duly authorized and empowered officer of the Registrant.
FLOTEK INDUSTRIES, INC.
By: /s/ Jerry D. Dumas, Sr.
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Jerry D. Dumas, Sr.
President and CEO
Date: February 29, 2000
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[LETTERHEAD]
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
Flotek Industries Inc. and Subsidiaries
We have audited the consolidated balance sheets of Flotek Industries
Inc. and Subsidiaries as of February 28, 1999 and 1998, and the related
consolidated statements of operations and comprehensive loss, stockholders'
(deficit) equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above, present
fairly, in all material respects, the consolidated financial position of
Flotek Industries Inc. and Subsidiaries as of February 28, 1999 and 1998, and
the consolidated results of their operations and their consolidated cash
flows for the years then ended, in conformity with generally accepted
accounting principles.
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[LETTERHEAD]
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note B to the
financial statements, the Company has experienced recurring operating losses
resulting in a stockholders' deficit at February 28, 1999. These factors, and
others discussed in Note B, raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note B. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Grant Thornton LLP
Houston, Texas
April 30, 1999
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FLOTEK INDUSTRIES INC. AND SUBSIDIARIES
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FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Expressed in Canadian dollars - February 28, 1997, February 29, 1996 &
February 28, 1995
BOARD OF DIRECTORS AND STOCKHOLDERS, FLOTEK INDUSTRIES INC. AND SUBSIDIARIES
We have audited the consolidated balance sheets of Flotek Industries Inc. and
Subsidiaries as of February 28, 1997 and February 29, 1996 and the related
consolidated statements of operations and accumulated deficit and changes in
financial position for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits. The
financial statements of Flotek Industries Inc. and Subsidiaries for the year
ended February 28, 1995 were audited by other auditors whose report dated May 9,
1995, expressed an unqualified opinion on those statements.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.
In our opinion, the 1997 and 1996 consolidated financial statements referred
to above present fairly, in all material respects, the financial position of
Flotek Industries Inc. and Subsidiaries as of February 28, 1997 and February
29, 1996, and the results of their operations and their changes in financial
position for the years then ended, in conformity with generally accepted
accounting principles in Canada.
/s/ Grant Thornton LLP
Houston, Texas
May 1, 1997
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[LETTERHEAD]
January 24, 2000
Mr. Jerry Dumas
President
Flotek Industries, Inc.
7030 Empire Central Drive
Houston, Texas 77040
Dear Mr. Dumas:
This is to confirm that the client-auditor relationship between Flotek
Industries, Inc. (Commission File No. 1-13270) and Grant Thornton LLP has
ceased.
Very truly yours,
/s/ Grant Thornton LLP
cc: Office of the Chief Accountant
SECPS Letter Files
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
