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) JANUARY 29, 2008
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC
(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
FLORIDA 000-30932 13-4172059
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(STATE OR OTHER JURISDICTION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION)
335 CONNIE CRESCENT, CONCORD, ONTARIO, CANADA L4K 5R2
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 695-4142
N/A
(Former name or former address, if changed since last report)
|_| Written communication 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 40.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
ITEM 4.01 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(1) The Registrant (the "Company") has been advised that effective
January 29, 2008, its accountants Mintz & Partners LLP ("Mintz") have merged
with the firm of Deloitte & Touche LLP ("Deloitte") (the "Merger"). As a result
of the Merger, Mintz has resigned as the Company's principal independent
accountants and Deloitte as the surviving firm will serve as the Company's
certifying public accountant. The decision to retain Deloitte as the Company's
certifying public accountant following the Merger has been approved by the
Company's Board of Directors and Audit Committee.
Mintz's reports on the financial statements of the Company for its last
two fiscal years ended December 31, 2006 and December 31, 2005 did not contain
an adverse opinion or a disclaimer of opinion nor was the report qualified or
modified as to uncertainty, audit scope or accounting principles.
During the time reports were issued and the interim period in which
Mintz served as the Company's certifying accountants there were no
disagreement(s) with Mintz on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Mintz, would have caused
Mintz to make reference to the subject matter of such disagreement(s) in
connection with its audit report.
With the Merger, Mintz as the predecessor firm has advised that it will
continue to reissue prior opinions or provide consents to the Company for the
use of prior opinions.
In accordance with Item 304(a)(3) of Regulation S-B the Company has
provided Mintz with a copy of the disclosures contained herein and provided
Mintz with an opportunity to furnish the Company with a letter addressed to the
Securities and Exchange Commission ("SEC") containing any new information,
clarification of the Company's expression of its views, or the respects in which
it does not agree with the statements made by the Company herein. Mintz has
advised the Company that it has reviewed this filing and agrees with the
responses and has provided a letter addressed to the SEC in response to Item
304(a) of Regulation S-B annexed hereto as exhibit 16.1.
(2) As the Merger of Mintz and Deloitte is viewed as a change in
reporting accountants due to the change in legal entity, the Company's Board of
Directors and Audit Committee has elected to retain Deloitte as its new
certifying accountants as of January 29, 2008. During the Company's two most
recent fiscal years and through January 29, 2008, the Company has not consulted
with Deloitte regarding either (i) the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements, and
neither a written report nor oral advice was provided that was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was either 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.
The Company has provided Deloitte with a copy of the disclosures
contained herein and provided Deloitte with an opportunity to furnish the
Company with a letter addressed to the SEC containing any new information,
clarification of the Company's expression of its views, or the respects in which
it does not agree with the statements made by the Company herein. Deloitte has
advised the Company that it has reviewed this filing and has no basis on which
to submit a letter addressed to the SEC in response to Item 304(a) of Regulation
S-B.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
16.1 Mintz & Partners Letter Dated January 31, 2008 addressed to the
Security and Exchange Commission
99.1 Mintz & Partners Letter Dated January 21, 2008 announcing merger
99.2 Deloitte & Touche LLP News Release dated December 12, 2007 announcing
merger
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.
Dated: January 31, 2008
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(Registrant)
/S/DAVID JOHNSON
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David Johnson
CHIEF EXECUTIVE OFFICER AND PRESIDENT