UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 15, 2004
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MOONEY AEROSPACE GROUP, LTD.
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(Exact name of registrant as specified in its charter)
DELAWARE O-21749 95-4257380
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
165 Al Mooney Road North, Kerrville, TX 78028
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(Address of Principal Executive Officers) (Zip Code)
Registrant's telephone number, including area code: (830) 896- 6000
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Not Applicable
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(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 (see General Instruction A.2. below):
[ ] 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))
ITEM 4.01. Change in Registrant's Certifying Accountant
On September 23, 2004, the Mooney Aerospace Group, Ltd, (the "Company"),
notified Stonefield Josephson, Inc. ("Stonefield"), its independent public
accountants, that the Company was terminating its services, effective as of that
date. On September 16, 2004, the Company engaged Burnstein & Pinchuk LLP ("B&P")
as its principal independent accountant. This decision to dismiss Stonefield and
engage B&P was taken upon the unanimous approval of the Board of Directors of
the Company.
During the last two fiscal years ended December 31, 2003 and December 31, 2002
and through September 23, 2004, (i) there were no disagreements between the
Company and Stonefield on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of Stonefield would have caused Stonefield to make
reference to the matter in its reports on the Company's financial statements,
and (ii) Stonefield's report on the Company's financial statements did not
contain any other adverse opinion, disclaimer of opinion, or modification or
qualification of opinion except that Stonefield's opinion in its report on the
Company's financial statements for the years ended December 31, 2003 and 2002
expressed substantial doubt with respect to the Company's ability to continue as
a going concern as a result of incurred net losses and negative cash flows from
operations since its inception, working capital deficit and stockholders'
deficit. During the last two most recent fiscal years ended December 31, 2003
and December 31, 2002 and through September 15, 2004, there were no reportable
events as the term described in Item 304(a)(1)(iv) of Regulation S-B.
During the two most recent fiscal years and through September 15, 2004, the
Company has not consulted with B&P regarding either:
1. the application of accounting principles to any 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 was provided to
the Company nor oral advice was provided that B&P concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or
2. any matter that was either subject of disagreement or event, as defined in
Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item 304
of Regulation S-B, or a reportable event, as that term is explained in Item
304(a)(1)(iv)(A) of Regulation S-B.
The Company has requested that Stonefield furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of such letter will be file by amendment to the current
report of Form 8-K.
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: September 24, 2004
MOONEY AEROSPACE GROUP, LTD.
By: /s/ J. Nelson Happy
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Name: J. Nelson Happy
Title: President and Chief Executive Officer