UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 30, 2006
CENTRAL FREIGHT LINES, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction if incorporation)
000-50485 74-2914331
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(Commission File Number No.) (I.R.S. Employer Identification)
5601 West Waco Drive, Waco, TX 76710
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(Address of principal executive offices)
(254) 772-2120
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(Registrant's telephone number, including area code)
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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Item 4.01 Changes in Registrant's Certifying Accountant
On January 31, 2006, Central Freight Lines, Inc. engaged a new auditing firm,
McGladrey & Pullen LLP ("McGladrey"), as our independent registered public
accounting firm to audit our financial statements. Our Audit Committee
recommended and approved the change of accountants. On January 30, 2006, we
dismissed KPMG LLP ("KPMG"), who had served as our independent registered public
accounting firm for the two fiscal years ended December 31, 2004 and for the
interim periods through October 1, 2005 and until the appointment of McGladrey.
The decision to change accountants was determined by the Audit Committee to be
in our best interests at the current time.
During the two fiscal years ended December 31, 2004, and the subsequent interim
periods preceding the change in accountants, there were no disagreements with
KPMG on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to KPMG's satisfaction, would have caused KPMG to make reference to the
subject matter of such disagreement(s) in connection with its reports on our
consolidated financial statements. KPMG's report on our financial statements for
either of the last two years did not contain an adverse opinion or a disclaimer
of opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles.
During the two fiscal years ended December 31, 2004, and the subsequent interim
periods preceding the change in accountants, there have been no reportable
events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that we
disclosed in Item 9A, Controls and Procedures, of our Annual Report on Form 10-K
for the year ended December 31, 2004, that in evaluating our internal controls
over financial reporting, we identified deficiencies that we considered to be
material weaknesses. The material weaknesses in our internal controls related to
the following facts and circumstances: our policies and procedures were not
sufficient to ensure that transactions processed through our billing system
resulted in accurate reporting of revenue, we did not reconcile our physical
inventories to the year-end general ledger, and we did not maintain policies and
procedures to ensure that the valuation allowance associated with deferred taxes
was in accordance with accounting principles generally accepted in the United
States. Due to these material weaknesses, in preparing our consolidated
financial statements as of and for the year ended December 31, 2004, we
performed additional procedures relating to revenue, accounts receivable,
inventory, and income taxes to ensure that the consolidated financial statements
were stated fairly in all material respects in accordance with accounting
principles generally accepted in the United States. We determined that the
material weaknesses did not have an impact on the reported year-end financial
results.
We provided KPMG with a copy of this Current Report on Form 8-K prior to its
filing with the SEC, and requested that they furnish us with a letter addressed
to the SEC stating whether they agree with the statements made in this Current
Report on Form 8-K, and if not, stating the aspects with which they do not
agree. The KPMG response is filed with this amendment to Form 8-K as Exhibit
16.1.
During our two most recent fiscal years, and the subsequent interim periods
preceding the change in accountants, McGladrey was not consulted on any matter
relating to accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on our financial
statements.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits. See Below
Exhibit
Number Description
16.1 Letter from KPMG LLP to the Securities and
Exchange Commission, dated February 2, 2006, regarding
change in certifying accountant.
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.
CENTRAL FREIGHT LINES, INC.
Date: February 3, 2006
By: /s/ Jeffrey A. Hale
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Name: Jeffrey A. Hale
Chief Financial Officer
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Exhibit 16.1
Graphic Omitted
February 2, 2006
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously engaged as principal accountants to audit the consolidated
financial statements of Central Freight Lines, Inc. as of and for the year ended
December 31, 2005. On January 30, 2006, we were dismissed. We have read Central
Freight Lines, Inc.'s statements included under Item 4.01 of its Form 8-K dated
January 30, 2006, and we agree with such statements, except that we are not in a
position to agree or disagree with Central Freight Lines, Inc.'s statement that
the audit committee recommended and approved the change of accountants, that the
decision to change accountants was determined by the audit committee to be in
their best interests at the current time, and that during the most two recent
fiscal years, and the subsequent interim periods preceding the change in
accountants, McGladrey was not consulted on any matter relating to accounting
principles to a specific transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the financial statements.
Very truly yours,
KPMG LLP
/s/ Frederick W. Kraft
Partner
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