-----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, Hb5CnMMyReMBKF7RY8qdpI/J+NnE1HWjM57mSo2wLlStr7PeyKXcAL+MPKX12ad7 Xi0jz18GmMkAVBHdzgs9ag== 0001127855-04-000363.txt : 20040622 0001127855-04-000363.hdr.sgml : 20040622 20040622172315 ACCESSION NUMBER: 0001127855-04-000363 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040622 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATERIAL TECHNOLOGIES INC /CA/ CENTRAL INDEX KEY: 0001036668 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 954622822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-23617 FILM NUMBER: 04875538 BUSINESS ADDRESS: STREET 1: 11661 SAN VICENTE BOULEVARD STREET 2: SUITE 707 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 3102085589 MAIL ADDRESS: STREET 1: 11661 SAN VICENTE BOULEVARD STREET 2: SUITE 707 CITY: LOS ANGELES STATE: CA ZIP: 90049 8-K 1 matech8k062204.txt MATERIAL TECHNOLOGIES 8K, 06.22.04 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) June 22, 2004 Material Technologies, Inc. --------------------------- Exact Name of Registrant as specified in its charter Delaware 33-23617 95-4622822 - -------------------------------------------------------------------------------- State or other jurisdiction Commission IRS Employer of incorporation File Number Identification No. 11661 San Vicente Blvd., Suite 707, Los Angeles, California 90049 - -------------------------------------------------------------------------------- Address of principal executive offices Zip Code Registrant's telephone number, including area code: (310) 208-5589 Item 4. Changes in Registrant's Certifying Accountant - ------------------------------------------------------ (a) On June 7, 2004, the Company received Gumbiner, Savett, Finkel, Fingleson & Rose, Inc., Certified Public Accountants (hereinafter "Gumbiner") letter to the Commission stating that it disagrees with certain of the Company's statements included in the second paragraph under Item 4 of its Form 8-K filed on June 3, 2004. This letter is incorporated herein as Exhibit 16 under Item 7(c). Gumbiner was engaged only to audit and issue a report on the Company's financial statements for the calendar year ended December 31, 2003. The Company's financial statements for the period ended December 31, 2002 were audited and a report issued thereon by Jonathan Reuben. Gumbiner's report on the Company's financial statements for the calendar year ended December 31, 2003 contained an explanatory paragraph indicating that there was substantial doubt about the Company ability to continue as a going concern. Gumbiner was formally dismissed by the Company's board of directors on June 3, 2004, although the Company notified Gumbiner, through its president on April 8, 2004, that Gumbiner would no longer be the Company's accountant. On June 22, 2004, the Company received Gumbiner's letter to the Commission stating that it agrees with the Company's statements under item 4 included in this Form 8-K. This letter is incorporated herein as Exhibit 16 under Item 7(c). (b) On June 3, 2004, the Company engaged Farber & Haas, LLP ("Farber") as the principal accountant to audit the Company's financial statements for the calendar year ending December 31, 2004 and to review the Company's interim financial statements to be filed with the Company's Form 10-Q's for the period beginning January 1, 2004. The Company, during its most recent fiscal year and any subsequent interim period to the date hereof, did not have discussions nor has it consulted with Farber regarding the following: i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion to be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided that Farber concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or ii) any matters that were the subject of a "disagreement", as that term is defined in Item 304(a)(1)(iv) of Regulation S-B and the related instructions to Item 304 of Regulation S-B, or a reportable event. Item 5. Other Events and Regulation FD Disclosure - -------------------------------------------------- On June 21, 2004 the Company filed an amended Form 10-Q for the quarter ended March 31, 2004 to reflect the fact that its financial statements for that quarter and included in that Form 10-Q as originally filed, were not reviewed by an independent accountant as required by that form. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ---------------------------------------------------------------------------- (c) Exhibits The following exhibits are filed herewith: Exhibit Number 16.1 Letter, dated June 7, 2004 from Gumbiner to the Securities and Exchange Commission 16.2 Letter, dated June 22, 2004 from Gumbiner to the Securities and Exchange Commission 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. Material Technologies, Inc. June 22, 2004 By: /s/ Robert M. Bernstein - ---------------- ----------------------------- Robert M. Bernstein, CEO EX-16.1 2 matechexh16_1.txt MATERIAL TECHNOLOGIES 8K, LETTER JUNE 7, 2004 GUMBINER, SAVETT, FINKEL, FINGLESON & ROSE, INC. CERTIFIED PUBLIC ACCOUNTANTS 1723 Cloverfield Boulevard, Santa Monica, California 90404 Telephone: (310) 828-9798 o (800) 989-9798 Fax: (310) 829-7853 o (310) 453-7610 June 7, 2004 Securities and Exchange Commission Washington, D.C. 20549 Re: Material Technologies, Inc. Commission File Number 33-23617 Gentlemen: We have read the Current Report dated June 3, 2004 for Material Technologies, Inc. filed on Form 8-K with the Commission on June 3, 2004. We disagree with item (a) (i) in that we were informed by Material Technologies, Inc. on April 8, 2004, that we would no longer be the independent public accountants for Material Technologies, Inc. We have performed no services for Material Technologies, Inc., subsequent to April 8, 2004, including any services related to the three month period ended March 31, 2004. Furthermore, we disagree with item (a) (ii) in that our report on the financial statements for Material Technologies, Inc. for the year ended December 31, 2003, included an explanatory paragraph indicating there was substantial doubt about Material Technologies, Inc.'s ability to continue as a going concern. We did not audit the financial statements of Material Technologies, Inc. for its year ended December 31, 2002. We are not in a position to agree or disagree with item (a) (iii). /s/ Rachel Simon for - ------------------------------------------------ GUMBINER, SAVETT, FINKEL, FINGLESON & ROSE, INC. cc: Board of Directors Material Technologies, Inc. Members o American Institute of CPAs and its SEC Practice Section California Society of CPAs o Independent member of BKR International with offices in principal cities throughout the world EX-16.2 3 matechexh16_2.txt MATERIAL TECHNOLOGIES 8K, LETTER JUNE 22, 2004 GUMBINER, SAVETT, FINKEL, FINGLESON & ROSE, INC. CERTIFIED PUBLIC ACCOUNTANTS 1723 Cloverfield Boulevard, Santa Monica, California 90404 Telephone: (310) 828-9798 o (800) 989-9798 Fax: (310) 829-7853 o (310) 453-7610 June 22, 2004 Securities and Exchange Commission Washington, D.C. 20549 Re: Material Technologies, Inc. Commission File Number 33-23617 Gentlemen: We have read the Current Report dated June 22, 2004 for Material Technologies, Inc. on Form 8-K. We agree with Item 4(a) with respect to statements made regarding Gumbiner, Savett, Finkel, Fingleson & Rose, Inc. We are not in a position to agree or disagree with item 4(b) or Item 5. /s/ Gumbiner, Savett, Finkel, Fingleson & Rose, Inc. - ----------------------------------------------------- GUMBINER, SAVETT, FINKEL, FINGLESON & ROSE, INC. cc: Board of Directors Material Technologies, Inc. Members o American Institute of CPAs and its SEC Practice Section California Society of CPAs o Independent member of BKR International with offices in principal cities throughout the world -----END PRIVACY-ENHANCED MESSAGE-----