ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 10, 2004, Electro Energy, Inc. (the "Company") (formerly MCG
Diversified, Inc.) replaced Randall N. Drake, C.P.A. as its independent
accountant. Randall N. Drake, C.P.A. had been previously engaged as the
principal accountant to audit the Company's financial statements. The reason for
the replacement of Randall N. Drake, C.P.A. was that a subsidiary of the Company
recently merged with and into a Delaware corporation of the same name as the
Company, Electro Energy, Inc. (hereinafter referred to as EEI (DE)), with the
stockholders of EEI (DE) owning a majority of the outstanding shares of common
stock of the Company immediately following the merger. EEI (DE) is the primary
business unit of the Company, and the current independent accountant of EEI (DE)
is the firm of Marcum & Kliegman LLP. The Company believes that it is in its
best interests to have Marcum & Kliegman continue to work with the EEI (DE)
business, and the Company therefore retained Marcum & Kliegman as its new
independent accountant on June 10, 2004. Marcum & Kliegman is located at 655
Third Avenue, 16th Floor, New York, New York 10017.
The reports of Randall N. Drake, C.P.A. on the Company's financial statements
for the past two years contained no adverse opinion or disclaimer of opinion
were not qualified or modified as to uncertainty, audit scope or accounting
principles.
The decision to change accountants was approved by the Audit Committee of the
Company's Board of Directors.
During the Company's two most recent fiscal years, and the subsequent interim
periods, prior to June 10, 2004, there were no disagreements with Randall N.
Drake, C.P.A. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
the satisfaction of Randall N. Drake, C.P.A., would have caused it to make
reference to the matter in connection with its reports. There were no
"reportable events" as that term is described in Item 304(a)(1)(v) of Regulation
S-K.
As of June 10, 2004, Marcum & Kliegman was engaged as the Company's new
independent public accountants. The appointment of Marcum & Kliegman was
recommended and approved by the Audit Committee of the Company's Board of
Directors. During the Company's two most recent fiscal years, and the subsequent
interim periods, prior to June 10, 2004, the Company did not consult Marcum &
Kliegman regarding either: (i) the application of accounting principles to a
specified transaction, 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)(iv) of
Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of
Regulation S-K.
The Company has provided Randall N. Drake, C.P.A. with a copy of this Report and
has requested Randall N. Drake, C.P.A. to furnish the Company with a letter
addressed to the U.S. Securities and Exchange Commission stating whether Randall
N. Drake, C.P.A. agrees with the statements made above and, if not, to state the
respects in which it does not agree with such statements. A copy of the letter
from Randall N. Drake, C.P.A. dated June 17, 2004 is attached hereto as Exhibit
16.1.
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