UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report ( Date of earliest event reported)
February 1, 2001
HYBRID FUELS, INC.
(Exact name of registrant as specified in its Charter)
(State or other jurisdiction of incorporation
(Commission File Number) (IRS Employer Identification No.)
#214-2791 Hwy 97 N, Kelowna, B.C., Canada VIX 4J8
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
Item 4. Change of Registrant's Certifying Accountant
After filing the Form SB-2 in December 2000, the Company learned that William L. Butcher, CPA P.S. (Butcher) the Company's independent certifying accountant, was not a licensed CPA as he had represented. As a result he was not qualified to sign the audit and the Company's Directors therefore passed a resolution dated February 1, 2001 terminating the appointment of Butcher as the Company's independent accountant.
(a) Previous independent accountants.
(i) On February 1st, 2001, Hybrid Fuels, Inc., (Hybrid) dismissed Butcher who had previously served as independent accountant for Hybrid.
(ii) The reports of Butcher on the consolidated financial statements of Hybrid as of and for the fiscal years ended June 30, 1999, June 30, 2000, and the interim period ended December 31, 2000, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
(iii) The change in independent accountants was recommended by the Chief Financial Officer and approved by Hybrid's Board of Directors.
(iv) In connection with its audit for the fiscal years ended June 30, 1999, June 30, 2000 and the fiscal period ended December 31, 2001 there were no disagreements with Butcher on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Butcher, would have caused Butcher to make reference to such disagreements in his report on the consolidated financial statements for such periods.
(v) During the fiscal years ended June 30, 1999, and 2000, and the interim fiscal period from July 1st, 2000 through December 31st, 2001 there were no "reportable events" as that term is defined in Item 304 (a)(1)(v) of Regulation S-K of the Securities and Exchange Commission (the SEC).
(vi) Hybrid has requested that Butcher furnish it with a letter addressed to the SEC stating whether or not Butcher agrees with the above statements. A copy of this letter, dated May 15, 2001, is filed as Exhibit 16 to this Form 8-K.
(b) New independent accountants.
On February 1st, 2001, Hybrid engaged Manning Elliott as its new independent accountants. The engagement of Manning Elliott, was approved by the Board of Directors of the Company. During the fiscal years ended June 30, 1998, 1999 and 2000 and the interim period ended December 31, 2000, Hybrid has not consulted with Manning Elliott, regarding either:
(i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Hybrid's financial statements, and neither a written report was provided to Hybrid nor oral advice was provided that Manning Elliott concluded was an important factor considered by Hybrid in reaching a decision has to any such accounting, auditing or financial reporting issue; or
(ii) any matter that was either the subject of a "disagreement" as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of regulation S-K, or a "reportable event" as that term is defined in Item 304 (a)(1)(v) of Regulation SK.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements Not applicable.
(b) Pro Forma Financial Information Not applicable.
(c) Exhibit 16 Letter from William L. Butcher May 15, 2001 regarding change in certifying accountants.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Hybrid Fuels, Inc.
By: /s/ Clay Larson --------------------------------------------- Clay Larson President and Chief Executive Officer. Dated May 15, 2001
May 15, 2001
Securities and Exchange Commission
VIA FACSIMILE & HAND DELIVERY
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C., 20549
We have read and agree with the comments in Item 4 of the Form 8-K of Hybrid Fuels, Inc. dated May 15, 2001.
/s/ William L. Butcher, CPA P.S.