8-K 1 exhaust8k121101.txt 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): November ___, 2001 EXHAUST TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) WASHINGTON 91-1970433 (State or other jurisdiction (IRS Employer Identification No.) of incorporation) 230 North Division Spokane, Washington 99202 (Address of principal executive offices, including zip code) (509) 838-4447 (Registrant's telephone number, including area code) Item 5. Other Events. Effective October ____, 2001, Exhaust Technologies, Inc. (the "Company") entered into a licensing arrangement with the Tool & Hoist Division ("Licensee") of Ingersoll Rand Company, a New Jersey corporation, pursuant to which the Company granted the Licensee a worldwide license of the Company's noise reduction technology. Except for (1) certain rights retained by the Company to use the noise reduction technology in conjunction with the Company's "AIRCAT" products in the United States and Canada, and (2) certain rights previously granted to another licensee, the license is exclusive. In consideration for the license granted under the agreement with the Licensee, the Licensee paid the Company an advance royalty payment. Under the terms of the agreement, the Licensee is required to pay the Company royalties in connection with sales of products containing the Company's noise reduction technology. Commencing in 2002, the Licensee will pay the Company a minimum royalty, regardless of sales volume. The royalty obligation ceases upon the expiration of the Company's rights in the noise reduction technology. In the event of a default by the Licensee, the license will continue, and the Licensee will remain obligated to pay the required royalties. -1- The agreement has no stated termination date, meaning that it may continue indefinitely. The agreement may be terminated by the Licensee upon 90 days prior written notice. This Current Report on Form 8-K contains forward-looking statements, including those pertaining to the payment of royalties under the license agreement with the Licensee. You can identify forward-looking statements by use of forward-looking terminology such as "anticipates," "believes," "expects," "intends," "may," "plans," "will," or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans, or intentions. Such forward-looking statements may have known and unknown risks, uncertainties, and other factors that may cause the Company's actual results, performance, or achievements to be materially different from any results, performance, or achievements expressed or implied by such forward-looking statements. Actual results could differ materially from those set forth in such forward-looking statements. Factors that may cause actual results to differ materially include lack of market acceptance, development of competitive products, business decisions by the Licensee to cease the manufacturing or marketing of products containing the noise reduction technology, as well as the "Risk Factors" and other risks detailed in the Company's annual report on Form 10-KSB for the period ended January 31, 2001, and the Company's Quarterly Reports on Form 10-QSB for the periods ended April 30, 2001 and July 31, 2001, filed with the Securities and Exchange Commission. The Company cautions you not to place undue reliance on forward-looking statements, which reflect an analysis only and speak only as of the date of this Current Report. SIGNATURES Pursuant to the requirement 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. Exhaust Technologies, Inc. (Registrant) Dated: _________________, 2001 By: ----------------------- Robert E. Sterling President

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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 May 7, 2001

EXHAUST TECHNOLOGIES, INC.

Washington

333-30838	91-1970433
(Commission File No.)	(Employer Identification No.)

230 North Division Spokane, Washington 99202

(509) 838-4447

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ITEM 4. CHANGE OF REGISTRANT'S CERTIFYING ACCOUNTANT

(a) On May 7, 2001, the accounting firm of BDO Seidman, LLP ("BDO") was dismissed by the Registrant's Board of Directors as the Company's independent auditors. During the two most recent fiscal years and subsequent interim period, there were no disagreements on matters of accounting principles and practices, financial disclosure, or auditing scope of procedure between the Company and BDO.

(b) The Report of BDO on the Company's financial statements as of and for the years ended January 31, 2000 and 1999 did not contain an adverse, qualified or disclaimer of opinion. However, the Reports were modified to include an explanatory paragraph wherein BDO expressed substantial doubt about the Registrant's ability to continue as a going concern.

(c) The Company has requested BDO to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by the Registrant in response to this Item 4 and, if not, stating the respects in which it does not agree. The Registrant delivered a copy of this Form 8-K report to BDO on May 7, 2001, via facsimile. BDO replied and its letter agreeing with the statements contained herein is attached hereto as Exhibit 16.1.

(d) At its board meeting on May 7, 2001, the Board of Directors of the Registrant engaged Williams & Webster, P.S., Certified Public Accountants, Bank of America Financial Center, 601 W. Riverside, Suite 1940, Spokane, WA 99201 as its independent auditor for its fiscal year ending January 31, 2001. Williams & Webster accepted such appointment on May 7, 2001. Prior to their appointment, the Company did not consult with Williams & Webster on any matters related to accounting or the type of opinion they may issue.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
16.1	Letter from BDO Seidman, LLP.

SIGNATURE

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.

EXHAUST TECHNOLOGIES, INC.

BY: /s/ Robert E. Sterling Robert E. Sterling, President

DATED: May 7, 2001

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