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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 event reported)
October 13, 2005
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Applied Spectrum Technologies, Inc.
(Exact name of registrant as specified in charter)
Minnesota
(State or other Jurisdiction of Incorporation or Organization)
0-16397 41-1419457
(Commission File Number) (IRS Employer Identification No.)
65 Norwood Avenue
Upper Montclair, NJ
07043
(Address of Principal Executive
Offices and zip code)
(973) 783-1117
(Registrant's telephone
number, including area code)
N/A
(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 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(b) under the Exchange Act (17
CFR 240.14a-12(b))
|_| 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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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). This information may involve known and
unknown risks, uncertainties and other factors which may cause the Company's
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe the Company's future plans, strategies and
expectations, are generally identifiable by use of the words "may," "will,"
"should," "expect," "anticipate," "estimate," "believe," "intend" or "project"
or the negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on assumptions that may
be incorrect, and there can be no assurance that any projections included in
these forward-looking statements will come to pass. The Company's actual results
could differ materially from those expressed or implied by the forward-looking
statements as a result of various factors. Except as required by applicable
laws, the Company undertakes no obligation to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On October 13, 2005, Applied Spectrum Technologies, Inc. (the
"Company") dismissed Hoberman, Miller, Goldstein & Lesser, CPA's, P.C. as its
independent certified public accountants. The decision was approved by the Board
of Directors of the Company.
The report of Hoberman, Miller, Goldstein & Lesser, CPA's, P.C. on the
Company's financial statements for the fiscal years ended September 30, 2004 and
2003 did not contain an adverse opinion or disclaimer of opinion. During the
Company's fiscal years ended September 30, 2004 and 2003, there were no
disagreements with Hoberman, Miller, Goldstein & Lesser, CPA's, P.C. 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 Hoberman, Miller, Goldstein & Lesser, CPA's, P.C. would have
caused Hoberman, Miller, Goldstein & Lesser, CPA's, P.C. to make reference to
the subject matter of the disagreements in connection with its report on the
financial statements for such years.
The Company requested that Hoberman, Miller, Goldstein & Lesser, CPA's,
P.C. furnish it with a letter addressed to the Securities and Exchange
Commission ("SEC") stating whether or not it agrees with the Company's
statements in this Item 4.01(a). A copy of the letter furnished by Hoberman,
Miller, Goldstein & Lesser, CPA's, P.C. in response to that request, dated
October 13, 2005, is filed as Exhibit 16.1 to this Form 8-K.
(b) On October 13, 2005, De Joya Griffith & Company, LLC was engaged as
the Company's new independent certified accountants. During the two most recent
fiscal years preceding the engagement of De Joya Griffith & Company, LLC, the
Company has not consulted with De Joya Griffith & Company, LLC regarding either:
(i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements; or (ii) any matter that was either the
subject of a disagreement or event identified in paragraph (a)(1)(iv) of Item
304 of Regulation S-B.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired. None.
(b) Pro forma financial information. None
(c) Exhibits.
Exhibit Number Description
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16.1 Letter from Hoberman, Miller, Goldstein & Lesser, CPA's,
P.C. dated October 13, 2005 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.
Applied Spectrum Technologies, Inc.
(Registrant)
Date: October 18, 2005 By: /s/ Mark R. Littell
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Mark R. Littell, President
EXHIBIT INDEX
Exhibit Number Description
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16.1 Letter from Hoberman, Miller, Goldstein & Lesser, CPA's,
P.C. dated October 13, 2005 regarding change in
certifying accountant.