SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 TO 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 reported): October 1, 2004
Tech Laboratories, Inc.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
000-30712 22-1436279
(Commission File Number) (IRS Employer Identification No.)
955 Belmont Avenue, North Haledon, NJ 07508
(Address of Principal Executive Offices)(Zip Code)
(973) 427-5333
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(1) Previous Independent Auditors:
(i) Effective October 1, 2004, Charles J. Birnberg, CPA ("Birnberg") was
dismissed as the independent auditor for the Company due to the fact that
Birnberg is not registered with the Public Company Accountants Oversight Board
("PCAOB"). On October 11, 2004, the Company engaged Russell & Atkins, PLC
("Russell & Atkins") as its principal independent accountant. This decision to
engage Russell was ratified by the majority approval of the Board of Directors
of the Company.
(ii) The Company will file an amended Form 10-KSB for the year ended
December 31, 2003 with financial statements that have been audited by Russell &
Atkins who are registered with PCAOB. The Company will also file amended Form
10-QSBs for any period in which Birnberg reviewed the Company's financial
statements. Management of Tech Laboratories is unaware of any disagreements with
Birnberg related to any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure. For the most recent fiscal
year and any subsequent interim period through Birnberg's dismissal on October
1, 2004, there has been no disagreement between the Company and Birnberg on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of Birnberg would have caused it to make a reference to the subject
matter of the disagreement in connection with its reports.
(iii) The Company's Board of Directors participated in and approved the
decision to change independent accountants. Birnberg's audit report on the
financial statements for the year ended December 31, 2003 contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to audit
scope or accounting principles.
(iv) In connection with its audits for the two most recent fiscal years
and review of financial statements through October 1, 2004, there have been no
disagreements with Birnberg 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 Birnberg would have caused
them to make reference thereto in their report on the financial statements.
(v) During the two most recent fiscal years and the interim period
subsequent to October 1, 2004, there have been no reportable events with the
Company as set forth in Item 304(a)(i)(v) of Regulation S-K.
(vi) The Company requested that Birnberg furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter is filed as an Exhibit to this Form 8-K.
(2) New Independent Accountants:
(i) The Company engaged, Russell & Atkins, LC, Oklahoma City, Oklahoma as
its new independent auditors as of October 11, 2004. Prior to such date, the
Company, did not consult with Russell & Atkins , PLC regarding (i) the
application of accounting principles, (ii) the type of audit pinion that might
be rendered by Russell & Atkins, PLC, or (iii) any other matter that was the
subject of a disagreement between the Company and its former auditor as
described in Item 304(a)(1)(iv) of Regulation S- B.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
None
(b) Exhibits
NUMBER EXHIBIT
- ------ ------------------------------------------------------
10.1 Letter from Charles Birnberg, CPA*
*Filed as part of the original Form 8-K filed with the SEC on October 7, 2004.
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.
TECH LABORATORIES, INC.
By: /s/ Bernard Ciongoli
---------------------------
Bernard Ciongoli
President
October 11, 2004