UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) January 30, 2006
ADVANCE DISPLAY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
COLORADO 0-15224 84-0969445
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
7334 So. Alton Way, Bldg. 14, Suite F, Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303)267-0111
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 (see General Instruction A.2. below):
|_| 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))
Item 4.01 Changes in Registrant's Certifying Accountant
Effective January 30, 2006, the firm of Hein + Associates LLP ("Hein"),
the Company's independent accountant during the period from August 17, 1995 to
January 30, 2006, has ceased being the Company's independent accountants due to
Hein's staffing requirements necessitated by Sarbanes-Oxley reporting
requirements of its client base. Hein had audited our financial statements
beginning with the year ended June 30, 1995 through the fiscal year ended June
30, 2005.
In connection with the audit of our financial statements as of June 30,
2005 and 2004, and through the date of this Report, there were no disagreements
with Hein on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedures, which disagreements, if
not resolved to the satisfaction of Hein, would have caused them to make
reference in connection with its reports to the subject matter of the
disagreements. In addition, during the Company's two most recent fiscal years
and subsequent interim periods, no reportable events, as defined in Item
304(a)(1)(v) of Regulation S-K, occurred.
Except as noted in the following sentence, the audit report of Hein on our
financial statements as of June 30, 2005 and June 30, 2004, did not contain an
adverse opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty audit scope, or accounting principles. However, as disclosed in our
Form 10-KSB for our fiscal year ended June 30, 2005, Hein in its audit report
dated September 9, 2005 included an explanatory paragraph regarding Advance
Display Technologies, Inc.'s ability to continue as a going concern. For the
fiscal year ended June 30, 2005, the audit report included the following
statement:
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has incurred substantial losses from
operations, has negative working capital and is in the development stage.
These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans with regard to these
matters are described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.
Hein was provided with a copy of this Form 8-K prior to the Company's
filing it with the Securities and Exchange Commission ("SEC") and was asked to
furnish the Company with a letter addressed to the SEC stating whether it agrees
with the above statements. A copy of Hein's letter, dated February 2, 2006, is
filed as Exhibit 16.1 to this Form 8-K.
In addition, effective January 30, 2006, we retained AJ. Robbins, PC,
Certified Public Accountants ("Robbins"), to audit our financial statements for
the year ending June 30, 2006 and will include such report as part of our annual
report on Form 10-KSB for our year ending June 30, 2006. This change in
independent accountants was approved by our Board of Directors acting as the
Company's Audit Committee. During the years ended June 30, 2005 and 2004, and
through the date of this Report, neither the Company nor anyone acting on its
behalf consulted with Robbins regarding any of the matters or events set forth
in Item 304(a)(2)(i) or (ii) of Regulation S-B.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No.
16.1 Letter from Hein + Associates LLP dated February 2, 2006.
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SIGNATURE
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.
ADVANCE DISPLAY TECHNOLOGIES, INC.
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(Registrant)
Date February 2, 2006
By:/s/Matthew W. Shankle
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Matthew W. Shankle, President
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