-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MgiSzwMRUKhwnxNGV2KJlAX4aZ1FJucpPcPd7yQ/T89fRew1DyiH1MguXWtP9gve i6P03Vpt6dN9zFK62mQKlA== 0001144204-02-001480.txt : 20021125 0001144204-02-001480.hdr.sgml : 20021125 20021125160724 ACCESSION NUMBER: 0001144204-02-001480 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021119 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US PATRIOT INC CENTRAL INDEX KEY: 0001163680 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 571107699 STATE OF INCORPORATION: SC FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49865 FILM NUMBER: 02839429 BUSINESS ADDRESS: STREET 1: 5401 FOREST DRIVE CITY: COLUMBIA STATE: SC ZIP: 29206 BUSINESS PHONE: 803-790-5294 MAIL ADDRESS: STREET 1: 5401 FOREST DRIVE CITY: COLUMBIA STATE: SC ZIP: 29206 8-K 1 doc1.txt 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 Earliest Event Reported November 19, 2002 US Patriot, Inc. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) South Carolina - -------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF INCORPORATION OF ORGANIZATION) 000-49865 57-1107699 - ------------------------------------- ---------------------------------------- (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NUMBER) 101 Charles Drive Bryn Mawr, Pennsylvania 19010 ----------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (610) 520-3050 ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT On November 19, 2002, the Company's board of directors approved the dismissal of Elliott Davis, LLC, the principal accountants previously engaged to audit the Company's financial statements. The reports provided by Elliott Davis, LLC for the fiscal year ended October 31, 2001 and the period from October 2, 2000 (inception) to October 31, 2000 did not include an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's most recent fiscal year ended October 31, 2002, and the subsequent period, there were no disagreements with the former independent auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of the former independent auditor, would have caused it to make reference to the subject matter of the disagreement in connection with its report. On November 19, 2002, the Company's board of directors approved the engagement of Cogen Sklar, LLP as the principal accountants to audit the Company's financial statements. During the Company's most recent fiscal year and the subsequent period prior to such appointment, the Company has not consulted the newly engaged independent auditor regarding either the application of accounting principles to a specified transaction or the type of audit opinion that might be rendered on the Company's financial statements, nor on any matter that was either the subject of a disagreement or a reportable event. Cogen Sklar, LLP reviewed the disclosure provided in this Form 8-K prior to its filing with the Securities and Exchange Commission. The Company has requested that Elliott Davis, LLC furnish a letter to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this report and, if not, stating the respects in which it does not agree. Attached as Exhibit 16.1 to this Current Report on Form 8-K is a copy of the letter from Elliott Davis, LLC to the Securities and Exchange Commission pursuant to Item 304(a)(3) of Regulation S-B. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. 16.1 Letter from Elliott Davis, LLC dated November 25, 2002 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. US PATRIOT, INC. By: /s/ Chris Schwartz --------------------------------- Name: Chris Schwartz Title: Chief Executive Officer Date: November 25, 2002 EX-16.1 3 doc2.txt ELLIOTT DAVIS, LLC ADVISORS-CPAS-CONSULTANTS 1901 MAIN STREET, SUITE 1650 P.O. BOX 2227 COLUMBIA, SC 29202-2227 November 25, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir or Madam: We were previously the independent accountants for US Patriot, Inc. and on October 31, 2001 we reported on the consolidated financial statements of US Patriot, Inc. for the year ended October 31, 2001 and the period from October 2, 2000 (inception) to October 31, 2000. On November 21, 2002, we were notified that we were dismissed as independent accountants as of November 19, 2002, of US Patriot, Inc. We have read US Patriot, Inc. statements included under Item 4 of its Form 8-K for November 19, 2002, and we agree with such statements made regarding Elliott Davis, LLC. We have no basis to agree or disagree with other statements under Item 4. /s/ Elliott Davis, LLC Elliott Davis, LLC Columbia, South Carolina -----END PRIVACY-ENHANCED MESSAGE-----