-----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, PDwGtrA/83OrtCzC+ZAgyylgVfZFlW4b7am3MK4LrZrTJalmFaW4k2T0/ydiBNOU tOg9dtWqtv7/Jmf7XdXVrQ== 0000910680-07-000495.txt : 20070604 0000910680-07-000495.hdr.sgml : 20070604 20070604171628 ACCESSION NUMBER: 0000910680-07-000495 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070530 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070604 DATE AS OF CHANGE: 20070604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRYCLEAN USA INC CENTRAL INDEX KEY: 0000065312 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 112014231 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14757 FILM NUMBER: 07898385 BUSINESS ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 BUSINESS PHONE: 3057544551 MAIL ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 FORMER COMPANY: FORMER CONFORMED NAME: METRO TEL CORP DATE OF NAME CHANGE: 19920703 8-K 1 f8k053007.htm CHANGE OF ACCOUNTANTS

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): May 30, 2007

DRYCLEAN USA, Inc.

(Exact name of registrant as specified in its charter)
 
Delaware

(State or other jurisdiction of incorporation)

001-14757 11-2014231


(Commission File Number) (IRS Employer Identification No.)

290 N.E. 68 Street, Miami, Florida 33138

(Address of principal executive offices)                       (Zip Code)

Registrant’s telephone number, including area code: (305) 754-4551

Not Applicable

(Former name or former address, if changed since last report)

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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 4.01   Changes in Registrant’s Certifying Accountant.

On May 30, 2007, the Audit Committee of the Board of Directors of the Company dismissed Morrison, Brown, Argiz & Farra, LLP (“Morrison, Brown”) as the Company’s independent registered public accounting firm and retained Berkovits, Lago & Company, LLP (“Berkovits, Lago”) as the Company’s independent registered public accounting firm. Morrison, Brown’s reports on the Company’s financial statements for the years ended June 30, 2005 and 2006 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. There were no disagreements with Morrison, Brown, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Morrison, Brown’s satisfaction, would have caused Morrison, Brown to make reference to the subject matter of the disagreement in connection with its reports. No such disagreement was discussed with the Board of Directors or any committee of the Board of Directors of the Company. Morrison, Brown did not advise the Company of the existence of any matter described in Item 304(a)(1)(iv)(B) of Regulation S-B. The Company has authorized Morrison, Brown to respond fully to the inquiries of Berkovits, Lago. The Company provided Morrison, Brown with a copy of this Report and requested that Morrison, Brown furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company. The letter provided by Morrison, Brown is attached hereto as Exhibit 16.

Neither the Company nor anyone on behalf of the Company consulted Berkovits, Lago regarding (a) either the application of accounting principles to a specified transaction, either completed or contemplated, or the type of audit opinion that might be rendered on the financial statements of the Company, and no written or oral advice of Berkovits, Lago was provided with respect to any accounting, auditing, or financial reporting issue or (b) any matter that was either the subject of a disagreement or any event described in Item 304(a)(1)(iv) of Regulation S-B. The Company has also provided Berkovits, Lago with a copy of this Report, requested by Berkovits, Lago to review the disclosures contained in this Report and provided Berkovits, Lago with the opportunity to furnish the Company with a letter addressed to the Securities and Exchange Commission containing any new information, clarification of the Company’s expression of its views or the respects in which Berkovits, Lago does not agree with the disclosures made in this Report.

Item 9.01   Financial Statements and Exhibits.

  (d)   Exhibits:

    16   Letter dated June 1, 2007 from Morrison, Brown.

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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 thereunto duly authorized.




Date: June 4, 2007

DRYCLEAN USA, Inc.


By:  /s/ Michael S. Steiner                                          
        Michael S. Steiner,
        President and Chief Executive Officer


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EXHIBIT INDEX

Exhibit No.

16
Description

Letter dated June 1, 2007 from Morrison, Brown.

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Exhibit 16

June 1, 2007

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-6561

We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on May 30, 2007, to be filed by our former client, Dryclean USA, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm.

Very truly yours,

/s/ Morrison, Brown, Argiz & Farra, LLP

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