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 19, 2005
HIBSHMAN OPTICAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its Charter)
New Jersey 0-20297 88-0284402
- ---------------------------- ------------------------ ------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
266 Cedar Street, Cedar Grove, New Jersey 07009
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (973) 857-2414
--------------
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Solicitation 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))
ITEM 4.01 Changes in Registrant's Certifying Accountant.
Resignation of Certifying Accountant
On January 19, 2005, Samuel Klein and Company ("Samuel Klein") resigned
as the independent public accountants of Hibshman Optical Corporation (the
"Company").
Samuel Klein's reports on the Company's financial statements for the
fiscal years ended December 31, 2003 and 2002 (the last fiscal year for which a
report was filed), did not contain an adverse opinion or a disclaimer of
opinion. There was no qualification or modification as to uncertainty, audit
scope or accounting principles. During the fiscal years ended December 31, 2002
and 2003, and the subsequent interim period preceding Samuel Klein's resignation
on January 19, 2005, there were no disagreements with Samuel Klein on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Samuel Klein, would have caused them to make a reference to the
subject matter of the disagreements in connection with its report. No
disagreements have arisen in the period since the date of Samuel Klein's
resignation.
None of the reportable events described under Item 304(a)(1)(iv)(A) of
Regulation S-B occurred during the two most recent fiscal years or within the
interim period through the date of this report.
The Company has provided Samuel Klein with a copy of the foregoing
disclosures. A letter from Samuel Klein addressed to the Securities and Exchange
Commission pursuant to Regulation S-B, Item 304(a)(3) is included as Exhibit 16
to this Form 8-K.
Prior to the resignation of Samuel Klein, the Company had not engaged a
new accountant either as the principal accountant to audit the Company's
financial statements or as the auditor of a significant subsidiary.
Engagement of New Certifying Accountant
On January 19, 2005, the Company engaged Rotenberg, Meril, Solomon,
Bertiger & Gutilla, P.C. ("RMSB&G") as the Company's new certifying accountant.
The Company does not have an audit committee. The Company's Board of Directors
approved the appointment of RMSB&G.
Prior to the Company's appointment of RMSB&G, the Company had no prior
relationship with RMSB&G or any of its members. The Company had not consulted
RMSB&G on any matters prior to the engagement of RMSB&G on January 19, 2005.
ITEM 9.01. Financial Statements and Exhibits
(a) Financial Statements
None
(b) Exhibits
16 Revised Letter from Samuel Klein & Co.
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.
HIBSHMAN OPTICAL CORPORATION
(Registrant)
By: /s/ PASQUALE CATIZONE
-------------------------------------
Date: March 25, 2005 Name: Pasquale Catizone
Position: President