AER ENERGY RESOURCES, INC.

-----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, WrKQesQjSf4xCQ4yKpaEn10NE5boMZfqY8EOOyMx4uDoRrcdfC6YBw3oEB5Fv8jr OdUdERkwOQY628mKt/+wyQ== 0000950144-02-005225.txt : 20020513 0000950144-02-005225.hdr.sgml : 20020513 ACCESSION NUMBER: 0000950144-02-005225 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020506 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AER ENERGY RESOURCES INC /GA CENTRAL INDEX KEY: 0000863872 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 341621925 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21926 FILM NUMBER: 02644201 BUSINESS ADDRESS: STREET 1: 4600 HIGHLANDS PKWY STE G CITY: SMYRNA STATE: GA ZIP: 30082 BUSINESS PHONE: 4044332127 MAIL ADDRESS: STREET 1: 4600 HIGHLANDS PKWY STREET 2: SUITE G CITY: SMYRNA STATE: GA ZIP: 30082 FORMER COMPANY: FORMER CONFORMED NAME: AEROBIC POWER SYSTEMS INC DATE OF NAME CHANGE: 19920206 8-K/A 1 g76204e8-ka.htm AER ENERGY RESOURCES, INC. AER ENERGY RESOURCES, INC.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 1
FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 6, 2002

AER Energy Resources, Inc.

(Exact name of registrant as specified in its charter)

Georgia

(State or other jurisdiction of incorporation or organization)


0-21926		34-1621925

(Commission File No.)		(I.R.S. Employer Identification No.)

4600 Highlands Parkway, Suite G Smyrna, Georgia		30082

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (770) 433-2127

Not applicable

(Former name or former address, if changed since last report)

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ITEM 4. Changes in Registrant’s Certifying Accountant.
	ITEM 7. Financial Statements and Exhibits.
SIGNATURES
LETTER DATED MAY 10, 2002 FROM ERNST & YOUNG LLP

ITEM 4. Changes in Registrant’s Certifying Accountant.

(a) Former Auditors.

     On March 22, 2002, the Board of Directors of AER Energy Resources, Inc. (the “Company”) (which also constitutes the Audit Committee of the Company) directed management to terminate the engagement of Ernst & Young LLP, the Company’s former principal accountant, which was engaged to audit the Company’s financial statements. On May 6, 2002, Ernst & Young LLP was dismissed from such engagement.

     No report of the former principal accountant on the financial statements of the Company for either of the past two years contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles, except that Ernst & Young’s report on the Company’s financial statements for the two years ended December 31, 2001 contained a modification as to the uncertainty of the Company’s ability to continue as a going concern.

     During the Company’s two most recent fiscal years and all subsequent interim periods preceding the dismissal from such engagement, there was no disagreement with the former principal accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the former principal accountant, would have caused it to make reference to the subject matter of the disagreement in connection with its report.

(b) New Auditors.

On May 6, 2002, Grant Thornton LLP was engaged as the Company’s new principal accountant to audit the Company’s financial statements.

ITEM 7. Financial Statements and Exhibits.


Exhibit No.		Description

16.1		Letter dated May 10, 2002 from Ernst & Young LLP regarding change in certifying accountant.

– 2 –

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 thereunto duly authorized.


	AER ENERGY RESOURCES, INC.


	By:	/s/ J. T. Moore

Date: May 10, 2002		J. T. Moore Vice President — Chief Financial Officer, Secretary and Treasurer

– 3 – EX-16.1 3 g76204ex16-1.txt LETTER DATED MAY 10, 2002 FROM ERNST & YOUNG LLP EXHIBIT 16.1 [ERNST & YOUNG LOGO] May 10, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 4. (a) of Amendment No. 1 Form 8-K dated May 6, 2002, of AER Energy Resources, Inc. and are in agreement with the statements contained in the 2nd and 3rd paragraphs on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & Young LLP -----END PRIVACY-ENHANCED MESSAGE-----

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	On March 22, 2002, the Board of Directors of AER Energy Resources, Inc. (the “Company”) (which also constitutes the Audit Committee of the Company) directed management to terminate the engagement of Ernst & Young LLP, the Company’s former principal accountant, which was engaged to audit the Company’s financial statements. On May 6, 2002, Ernst & Young LLP was dismissed from such engagement.

	No report of the former principal accountant on the financial statements of the Company for either of the past two years contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles, except that Ernst & Young’s report on the Company’s financial statements for the two years ended December 31, 2001 contained a modification as to the uncertainty of the Company’s ability to continue as a going concern.

	During the Company’s two most recent fiscal years and all subsequent interim periods preceding the dismissal from such engagement, there was no disagreement with the former principal accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the former principal accountant, would have caused it to make reference to the subject matter of the disagreement in connection with its report.