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 16, 2006.
UTAH 0-1331 87-0395567
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization Identification No.)
7050 UNION PARK AVENUE, SUITE 600
SALT LAKE CITY, UTAH 84047
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code: (801) 562-2252
Former name or former address, if changed since last report: Not Applicable
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 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 240.13e-4(c))
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BROADCAST INTERNATIONAL, INC.
FORM 8-K
Section 4 Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant
(a) Tanner LC ("Tanner"), Certified Public Accountants, has resigned as
Broadcast International, Inc.'s independent certifying accountants, effective
January 17, 2006. The termination of our relationship with Tanner was
unanimously accepted by our board of directors on January 17, 2006.
Tanner's audit report to our financial statements for the years ended
December 31, 2004 and 2003, includes an explanatory paragraph expressing
substantial doubt as to our company's ability to continue as a going concern
because we have not established an ongoing source of revenues sufficient to
cover our operating costs. Our ability to continue as a going concern is
dependent on obtaining adequate capital to fund future operating losses until
we become profitable. The audit report contains no other adverse opinion,
disclaimer of opinion or modification as to uncertainty, audit scope or
accounting principle.
In connection with its audit for the last two fiscal years and the
interim periods until the date of termination, there have been no
disagreements with Tanner on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures which, if not
resolved to the satisfaction of Tanner, would have caused it to make reference
to the subject matter of the disagreement in connection in its report on the
financial statements.
There were no reportable events (as defined in Regulation S-B Item
304(a)(1)(iv)) during the years ended December 31, 2004 and 2003 or the
subsequent interim period through January 17, 2006, except that Tanner
reported in the letters to the Registrant's audit committee and board of
directors, dated November 18, 2005 and February 18, 2005, that it had
identified deficiencies that existed in the design or operation of the
Registrant's internal control over financial reporting that it considered to
be a "significant deficiency" or a "material weaknesses." The significant
deficiency in the Registrant's internal control consisted of (1) lacking
significant accounting policy disclosures for accounts receivable, patents and
impairment of long-lived assets, and (2) that the associated MD&A section of
Form 10-KSB initially lacked certain disclosures of critical accounting
policies. The material weakness in the Registrant's internal control
consisted of lack of accounting for conversion features embedded in May 16,
2005 Senior Secured Convertible Notes and detachable warrants as embedded
derivatives requiring liability classification. Tanner, through the
previously mentioned letters, informed the board of directors and the audit
committee of the board of directors that the lack of these internal controls
could lead to the Registrant not being in a position to develop reliable
financial statements. The Registrant also disclosed the significant
deficiency and material weakness to the Registrant's audit committee and board
of directors. The Registrant's audit committee discussed the significant
deficiency and material weakness with Tanner. The Registrant has authorized
Tanner to respond fully to any inquiries by HJ & Associates, LC regarding the
significant deficiency and material weakness in internal control.
Additional effort is needed to fully remedy the significant deficiency
and material weakness and the Registrant is continuing efforts to improve and
strengthen its system of internal control over accounting and financial
reporting. The Registrant's audit committee is working with Registrant's
management and outside advisors to implement internal controls over accounting
and financial reporting that are adequate and effective.
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We have provided Tanner with a copy of this Form 8-K and requested that it
furnish us with a letter addressed to the Securities and Exchange Commission
stating whether or not Tanner agrees with the above statements. A copy of the
letter provided to us by Tanner in response to this request is filed as
Exhibit 16.1 to this Form 8-K.
(b) Also on January 16, 2006, our board of directors unanimously approved a
resolution to engage HJ and Associates, LC, Certified Public Accountants, to
become our new independent certifying accountants. During the two most recent
fiscal years and through January 16, 2006, we have not consulted with HJ &
Associates, LC regarding:
(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 our financial statements, and no written
report or oral advice was provided to us by concluding there was an
important factor to be considered by us in reaching a decision as to an
accounting, auditing or financial reporting issue; or
(ii) any matter that was the subject of a disagreement, as that term is
defined in Item 304(a)(1)(iv) of Regulation S-B and the related
instructions thereto, or a reportable event, as set forth in Item
304(a)(1)(iv) of Regulation S-B.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
16.1 Letter regarding change in certifying accountant
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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.
Date: January 19, 2006
BROADCAST INTERNATIONAL, INC.
a Utah corporation
By: /s/ Rodney M. Tiede
Name: Rodney M. Tiede
Title: President and Chief Executive Officer
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