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): December 22, 2004
Dyadic International, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 333-102629 | 45-0486747 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida | 33477 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(561) 743-8333
CCP Worldwide, Inc., 6040-A Six Forks Road, Suite 179, Raleigh, North Carolina 27609
(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 (seeGeneral Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Change in Registrant’s Certifying Accountant
The Registrant, Dyadic International, Inc., a Delaware corporation formerly known as CCP Worldwide, Inc., consummated, on October 29, 2004, its acquisition via a reverse acquisition transaction (the “Merger”) of Dyadic International (USA), Inc., a Florida corporation formerly known as Dyadic International, Inc. (“Dyadic-Florida”).
The independent registered public accounting firm for the Registrant was Sherb & Co., LLP, and the independent auditors for Dyadic-Florida have been Ernst & Young LLP. Because the Merger will be treated as a reverse acquisition for accounting purposes, future historical financial reports filed by the Registrant will be those of Dyadic-Florida, the accounting acquirer. Accordingly, the Registrant’s Board of Directors determined to change its independent registered public accounting firm from Sherb & Co., LLP to Ernst & Young LLP. Sherb & Co., LLP was dismissed as the independent registered public accounting firm of the Registrant on December 22, 2004, and Ernst & Young LLP was engaged as the independent registered public accounting firm for the Registrant on December 22, 2004. As a result of being the auditors of Dyadic-Florida, Ernst & Young LLP did have consultations with Dyadic-Florida regarding the Merger.
The reports of Sherb & Co., LLP on the Registrant’s financial statements for the past fiscal year did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, but did include an explanatory paragraph relating to the Registrant’s ability to continue as a “going concern.”
In connection with the audits of the Registrant’s financial statements for the fiscal year ended December 31, 2003, and through the date of the dismissal, there were no disagreements with Sherb & Co., LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Sherb & Co., LLP, would have caused Sherb & Co., LLP to make reference to the matter in its reports.
During the most recent fiscal year and through the date of the dismissal of Sherb & Co., LLP, no information is required to be reported under Item 304(a)(1)(iv)(B) of Regulation S-B.
The Registrant has provided Sherb & Co., LLP with a copy of this Current Report on Form 8-K and has requested Sherb & Co., LLP to furnish the Registrant with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if not, to state the respects in which it does not agree with such statements.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:
Exhibit Number | Description of Exhibit |
| *16.1 | Letter from Sherb & Co., LLP on change in certifying accountant |
_____________________________
* To be filed by amendment.
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.
DYADIC INTERNATIONAL, INC.
Date: December 22, 2004 By:/s/ Mark A. Emalfarb
Name: Mark A. Emalfarb
| Title: | President and Chief Executive Officer |
