-----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, HKlZ7mzh4H2Nde+4+UC7OccD1nr9bIbY6+n4oGv3N5H9DsiFMsYycAl9ApJ3aJCu o7TCUZkAQJj3lcNl+zbdrg== 0001139020-03-000165.txt : 20030609 0001139020-03-000165.hdr.sgml : 20030609 20030609161348 ACCESSION NUMBER: 0001139020-03-000165 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030514 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Other events ITEM INFORMATION: Resignations of registrant's directors ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIEDMONT INC CENTRAL INDEX KEY: 0001122130 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330052057 STATE OF INCORPORATION: UT FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31431 FILM NUMBER: 03737609 BUSINESS ADDRESS: STREET 1: 13674 E. VALLEY BLVD. STREET 2: NA CITY: CITY OF INDUSTRY STATE: CA ZIP: 91746 BUSINESS PHONE: (626) 961-8039 MAIL ADDRESS: STREET 1: 13674 E. VALLEY BLVD. STREET 2: NA CITY: CITY OF INDUSTRY STATE: CA ZIP: 91746 8-K 1 pdmt_8k.txt CURRENT REPORT 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 (Date of earliest event reported): May 14, 2003 US Biodefense, Inc. --------------------------------------- (Exact name of Registrant as specified in charter) Utah 000-31431 33-0052057 ------------- ----------- ------------ (State of Other (Commission (IRS Employer Jurisdiction File Number) Identification No.) of Incorporation) 13674 E. Valley Blvd. City of Industry, CA 91746 --------------------------- ---------- (Address of Principal Executive (Zip Code) Offices) Registrant's telephone number, including area code: (626) 961-8039 Piedmont, Inc. 1001 - 17th Street, Suite M Costa Mesa, CA 92626 --------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) -1- Item 4. Changes in Registrant's Certifying Accountant On May 27, 2003, the Company dismissed Banker & Co. as its principal certifying accountants. None of the reports of Banker & Co. on the financial statements of the Company contained any adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, nor have there been at any time, disagreements between the Company and Banker & Co. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. During the Company's two most recent fiscal years and during any subsequent interim periods preceding the date of termination, there were no disagreements with Banker & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to Banker & Co.'s satisfaction, would have caused them to refer to the subject matter of the disagreement(s) in connection with their report; and there were no "reportable events" as defined in Item 304 (a)(1)(v) of the Securities and Exchange Commission's Regulation S-K. The Company has subsequently engaged Beckstead & Watts, LLP as its independent accountants for the fiscal year ending December 31, 2003. During the most recent two fiscal years and during the subsequent interim period ending March 31, 2003, neither the Company nor anyone engaged on its behalf has consulted with Beckstead & Watts, LLP regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(v) of Regulation S-K). The Company has furnished Banker & Co. with a copy of the disclosures under this Item 4 and has requested that Banker & Co. provide a letter addressed to the SEC stating whether or not they agree with the statements made herein or stating the reasons in which they do not agree. The letter from Banker & Co. is filed herewith. Item 5. Other Events and Regulation FD Disclosure The Company has filed an amendment with the State of Utah Department of Commerce to change the name of the Company from Piedmont, Inc. to U.S. Biodefense, Inc. A majority of the shareholders of the Company have elected to effect a reverse stock split whereby one post-split share of the Company's $0.001 par value common stock will be issued for every 100 pre-split shares of the Company common stock held by the shareholders of the Company. Additionally, the Company has submitted a request with Nasdaq Market Integrity to change its ticker symbol Item 6. Resignations of Registrant's Directors The Board of Directors has tendered the resignations of Vincent van den Brink, as President and Director of the Company, and Rita Thomas, as Secretary, Treasurer and Director of the Company. David Chin has been elected to serve as the President, Secretary, Treasurer and Director of the Company. -2- Item 7. Exhibits 99.1 Letter from Jitendra Shantikumar Banker, C.P.A. 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. Signature Title Date --------- ----- ---- /s/ David Chin President and June 9, 2003 - -------------------- Director David Chin -3- EX-99 3 pdmt_ex99.txt LETTER FROM FORMER CPA June 3, 2003 United States Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W., Mail Stop 4-5 Washington, D.C. 20549 To Whom It May Concern: We have read Item 4 of Form 8-K dated May 27, 2003, of US Biodefense (formerly known as Piedmont, Inc.) and are in agreement with the statements contained in Item 4 on page two therein. We have no basis to agree or disagree with other statements of the registrant contained therein. Sincerely, Banker & Co. /s/ Jitendra Shantikumar Banker - ------------------------------------------------ Jitendra Shantikumar Banker, C.P.A. (License No. 01696129) Certified Public Accountant Costa Mesa, California -----END PRIVACY-ENHANCED MESSAGE-----