SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2001
STRATESEC INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-13427 22-2817302
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
105 Carpenter Drive, Suite C
Sterling, Virginia 20164
(Address of principal executive offices, including zip code)
(703) 709-8686
(Registrant's telephone number, including area code)
STRATESEC INCORPORATED
Item 4. Changes in Registrant's Certifying Accountant
On February 15, 2001, McGladrey & Pullen, LLP resigned as independent
auditors of STRATESEC, Incorporated. The reason for the firm's resignation was
because it had concluded that its independence and objectivity had been
impaired. On February 23, 2001, the Company engaged Argy, Wiltse & Robinson as
its independent certified public accountants. Argy, Wiltse & Robinson served as
independent certified public accountants for Security Systems Integration, Inc.
("SSI"), a company that recently merged with STRATESEC, Incorporated. This
engagement was approved by the audit committee of the Company's board of
directors.
On December 1, 2000, Keller Bruner & Company, LLP ("Keller Bruner"),
the independent certified public accountants that audited the Company's
financial statements for the year ended December 31, 1999, merged into McGladrey
& Pullen, LLP and subsequently McGladrey & Pullen, LLP was appointed the
Company's new auditor. Keller Bruner's report on the Company's financial
statements for the year ended December 31, 1999 did not contain an adverse
opinion or disclaimer of opinion, and were not modified as to uncertainty, audit
scope or accounting principles. McGladrey & Pullen, LLP has not issued any
report on the Company's financial statements.
During the period December 7, 1999, the date that Keller Bruner was
engaged as the Company's independent certified public accountants, and through
the date on which they merged with McGladrey & Pullen, LLP, there were no
disagreements with Keller Bruner on any matter of accounting principles or
practices, financial statement disclosure, audit scope or procedure which, if
not resolved to its satisfaction, would have caused it to make reference to such
disagreement in connection with its report. From the date of their engagement
and through the date on which they resigned, there were no disagreements with
McGladrey & Pullen, LLP on any matter of accounting principles or practices,
financial statement disclosure, audit scope or procedure which, if not resolved
to its satisfaction, would have caused it to make reference to such disagreement
in connection with a report. Prior to its resignation, McGladrey & Pullen, LLP
was in the process of evaluating whether the pooling-of-interests method of
accounting was appropriate to apply to the acquisition of SSI. McGladrey &
Pullen, LLP had not formed a conclusion about whether the Company's accounting
for the acquisition of SSI meets the conditions for the pooling-of-interests
method of accounting. The Company's new independent certified public
accountants, Argy, Wiltse & Wiltse, has concluded that pooling-of-interests
accounting is appropriate.
Item 7. Financial Statements and Exhibits
(c) Exhibits. The following exhibits are filed with this report:
Exhibit No. Description
16 Letter of McGladrey & Pullen, LLP*
*To be filed by amendment.
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SIGNATURES
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 thereunto duly authorized.
STRATESEC INCORPORATED
/s/ Barry McDaniel
Barry McDaniel
President
Dated: February 23, 2001
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STRATESEC Incorpated
Exhibit Index
to Form 8-K
Exhibit No. Description
16 Letter of McGladrey & Pullen, LLP*
*To be filed by amendment.