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): December 14, 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 22, 2004, Russell & Atkins, PLC ("Russell & Atkins")
resigned as independent auditor for the Company due to the fact that Russell &
Atkins decided that it will no longer be registered with the Public Company
Accountants Oversight Board ("PCAOB"). On November 4, 2004, the Company engaged
Demetrius & Company, LLC as its principal independent accountant. This decision
to engage Demetrius & Company, LLC 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 Demetrius
& Company, LLC who are registered with PCAOB. The Company will also file amended
Form 10-QSBs for any period in which Charles Birnberg, the former principal
independent accountant, reviewed the Company's financial statements. Management
of Tech Laboratories is unaware of any disagreements with Russell & Atkins
related to any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure. Through Russell & Atkins' resignation
on October 22, October 1, 2004, there has been no disagreement between the
Company and Russell & Atkins 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 Russell & Atkins would have
caused it to make a reference to the subject matter of the disagreement in
connection with any reports.
(iii) The Company's Board of Directors participated in and approved the
decision to change independent accountants. Russell & Atkins was only retained
by the Company from October 11, 2004 to October 22, 2004 and therefore did not
review or audit any financial statements for the Company.
(iv) There were no disagreements with Russell & Atkins on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure during the eleven days that the Russell & Atkins was retained
by the Company.
(v) During the period October 11, 2004 to October 22, 2004, there were no
reportable events with the Company as set forth in Item 304(a)(i)(v) of
Regulation S-K.
(vi) The Company has requested that Russell & Atkins furnish it with a
letter addressed to the SEC 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, Demetrius & Company, LLC, Wayne, New Jersey as
its new independent auditors as of November 4, 2004. Prior to such date, the
Company, did not consult with Demetrius & Company, LLC regarding (i) the
application of accounting principles, (ii) the type of audit opinion that might
be rendered by Demetrius & Company, LLC, 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 Russell & Atkins, PLC
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
December 21, 2004