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): August 23,
2007
ETHOS
ENVIRONMENTAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-30237
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88-0467241
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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6800
Gateway Park Drive
San
Diego, CA 92154
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(Address
of principal executive offices)
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619-575-6800
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(Registrant’s
Telephone Number)
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(Former
name or former address, if changed since last report)
Copy
of
all Communications to:
Luis
Carrillo
SteadyLaw
Group, LLP
501
W. Broadway, Suite 800
San
Diego, CA 92101
main
phone: 619.399.3090
fax:
619.330.1888
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01. Change in Registrant’s Certifying
Accountant.
On
August
23, 2007, the relationship between Ethos Environmental, Inc. (the “Registrant”)
and their independent auditors, Peterson Sullivan PLLC (“PS”) was terminated.
The Registrant’s Board of Directors (the “Board”) has commenced its search for a
new independent auditor, and will file a Report on Form 8-K within the
prescribed time upon engaging a new independent auditing firm.
During
the fiscal years ended December 31, 2006 and 2005 and the subsequent interim
period up through the date of termination (August 29, 2007), there were no
disagreements with PS on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PS, would have caused
PS
to make reference thereto in its report on the Registrants financial statements
for such years. Further, there were no reportable events as described in
Item
304(a)(1)(iv)(B) of Regulation S-B occurring within the Registrant's two
most
recent fiscal years and the subsequent interim period up through the date
of
such mutual termination (August 29, 2007).
The
audit
report of PS for the financial statements of the Registrant as of December
31,
2006, contained a separate paragraph stating:
“The
accompanying consolidated financial statements have been prepared assuming
the
Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has experienced recurring
losses
from operations. This raises substantial doubt about the Company's ability
to
continue as a going concern. Management's plans regarding this matter are
also
described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.”
The
audit
report of PS for the financial statements of the Registrant as of December
31,
2005, contained a separate paragraph stating:
“The
accompanying financial statements have been prepared assuming the Company
will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has experienced recurring losses from operations and has a
substantial accumulated deficit. These conditions raise substantial doubt
about
the Company's ability to continue as a going concern. Management's plans
regarding these matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty. ”
During
the Registrant's two most recent fiscal years and the subsequent interim
period
up through the date of this Report, neither the Registrant nor anyone on
its
behalf consulted with any other independent auditor regarding the application
of
accounting principles to a specific, completed or contemplated transaction,
or
the type of audit opinion that might be rendered on the Registrant's financial
statements. Further, no other independent auditor has provided written or
oral
advice to the Registrant that was an important factor considered by the
Registrant in reaching a decision as to any accounting, auditing or financial
reporting issues during the period that PS served as the Registrant’s
independent auditor.
The
Registrant provided a copy of the foregoing disclosures to PS prior to the
date
of the filing of this report and requested that PS furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not
it
agrees with the statements in this Report. A copy of the letter furnished
in
response to that request is filed as Exhibit 16.1 to this Form 8-K.
Item
9.01 Financial
Statements and
Exhibits.
(a) Not
applicable
(b) Not
applicable
(c) Not
applicable
(d) Exhibits.
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ExhibitNo.
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Description
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16.1
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Letter
of Agreement from Peterson Sullivan
PLLC
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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.
| Date: August
29, 2007 |
Ethos
Environmental, Inc. |
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By: /s/
Enrique de Vilmorin |
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Enrique
de Vilmorin,
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President
& CEO |