8-K 1 x8k-104.txt GELSTAT CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: January 9, 2004 GELSTAT CORPORATION (Exact name of registrant as specified in its charter) MINNESOTA 0-21394 41-1713474 (State of other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification Number) 1650 WEST 82ND STREET, SUITE 1200, BLOOMINGTON, MN 55431 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (952) 881-4105 (Former name, former address and former fiscal year, if changed since last report): 5223 INDUSTRIAL BOULEVARD, EDINA, MN 55439 ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT On January 6, 2004, GelStat Corporation ("GSC"), formally known as Developed Technology Resource, Inc., terminated Gallogly, Fernandez & Riley, LLP ("GFR") as its independent auditor. The termination of GFR was recommended and adopted by our Audit Committee and approved by our Board of Directors. GFR audited our financial statements for the fiscal year ended December 31, 2002. Our financial statements for the fiscal year ended December 31, 2001 were audited by KPMG, LLP. GFR's report on our financial statements for the fiscal year ended December 31, 2002 did not contain any adverse opinion or disclaimer of opinion and were not qualified as to uncertainty, audit scope or accounting principles. During the recent fiscal year ended December 31, 2003, (i) there were no disagreements between us and GFR on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of GFR, would have caused GFR to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission (SEC). The decision to replace GFR was not the result of any disagreement between us and GFR on any matter of accounting principle or practice, financial statement disclosure or audit procedure. Concurrently, on January 6, 2004, the Audit Committee of our Board of Directors and our Board of Directors approved the appointment of Virchow, Krause & Company, LLP ("VKCo") as our new independent accountant and auditor. VKCo will audit our financial statements to be included in the Form 10-KSB for the fiscal year ending December 31, 2003 and we intend to have VKCo continue to serve as our independent accounting and audit firm thereafter. We did not consult with VKCo on any matters related to accounting principles or practice, financial statement disclosures or audit procedures prior to selecting and appointing VKCo as our auditor. We furnished GFR with a copy of this Report on Form 8-K prior to filing with the SEC and requested that GFR furnish us with a letter addressed to the SEC stating whether it agrees with the statements in this Report. A copy of GFR's letter to the SEC is filed with this Report as Exhibit 16.1. ITEM 7. EXHIBITS 16.1 Letter from Gallogly, Fernandez & Riley, LLP 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 hereunto duly authorized. Dated: ________________, 2004 GELSTAT CORPORATION By ___________________________________ Stephen C. Roberts, Chief Financial Officer (Principal accounting and financial officer) and Authorized Signatory 3