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
COMMISSION FILE NO.: 0-28887
Date of Report: November 17, 2004
TELCO-TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3328734
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
111 Howard Street, Suite 108, Mt. Arlington New Jersey 07856
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(Address of principal executive offices) (Zip Code)
(973) 398-8183
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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
(17CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR240.14a-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 November 17, 2004 the Board of Directors of Telco-Technology
dismissed Malone & Bailey, PLLC ("Malone & Bailey") from its position as
Telco-Technology's principal independent accountant.
The audit reports of Malone & Bailey on Telco-Technology's financial
statements for the years ended December 31, 2003 and 2002 contained a
modification expressing substantial doubt about Telco-Technology's ability to
continue as a going concern. The audit reports of Malone & Bailey for the
years ended December 31, 2003 and 2002 did not contain any other adverse
opinion or disclaimer of opinion or qualification other than the modification
noted above. Malone & Bailey did not, during the applicable periods, advise
Telco-Technology of any of the enumerated items described in Item 304(a)(1)
of Regulation S-B.
Telco-Technology and Malone & Bailey have not, in connection with the
audits of Telco-Technology's financial statements for the years ended
December 31, 2003 or December 31, 2002, had any disagreement on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to Malone &
Bailey's satisfaction, would have caused Malone & Bailey to make reference to
the subject matter of the disagreement in connection with its reports.
On November 17, 2004, Telco-Technology retained the firm of Rosenberg
Rich Baker Berman & Company, P.A. ("Rosenberg Rich") to audit Telco-
Technology's financial statements for the year ended December 31, 2004. At
no time during the past two fiscal years or any subsequent period did Telco-
Technology consult with Rosenberg Rich regarding any matter of the sort
described above with reference to Malone & Bailey, any issue relating to the
financial statements of Telco-Technology, or the type of audit opinion that
might be rendered for Telco-Technology. Rosenberg Rich is currently serving
as the auditors of Enviro-Sciences, Inc., which was recently acquired by
Telco-Technology. In that connection, Telco-Technology has consulted with
Rosenberg Rich regarding the application of accounting principles to the
financial statements of Enviro-Sciences, Inc.
EXHIBITS
16. Letter from Malone & Bailey, PLLC - to be filed by amendment.
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.
TELCO TECHNOLOGY, INC.
Dated: November 22, 2004 By: /s/ James L. Grainer
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James L. Grainer, Chief Executive
Officer