SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
March 4, 2004
Rexhall Industries, Inc.
(Exact name of registrant as specified in charter)
California 0-10067 95-4135907
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
46147 7th Street West, Lancaster California 93534
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (661) 726-0565
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Item 4. Changes in Registrant's Certifying Accountant.
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By letter dated March 4, 2004, Beckman Kirkland & Whitney ("BKW") resigned
as the independent accountants for registrant because BKW's application with the
Public Company Accounting Oversight Board (the "PCAOB") was still pending
approval. Until such approval, BKW is unable to issue audit reports on the
financial statements of public companies subject to SEC regulations and
therefore currently cannot issue an audit report on registrant's financial
statements at and for the year ended December 31, 2003. BKW was unable to
estimate when the PCAOB will compete its review process and therefore resigned
in order to protect the interests of registrant.
On March 5, 2004, registrant, upon the recommendation of its audit
committee, engaged Cacciamatta Accountancy Corporation ("CAC"), located in
Irvine, California, to serve as its new auditors.
Registrant engaged BKW as its independent auditors on March 5, 2003 and BKW
reported on registrant's financial statements at and for the year ended December
31, 2002. The audit report of BKW on registrant's financial statements as of and
for the year ended December 31, 2002 did not contain any adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principles.
During the years ended December 31, 2002 and December 31, 2003 and the
subsequent interim period to the date hereof, there were none of the following
involving registrant and BKW: (i) any disagreements on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to BKW's satisfaction, would
have caused BKW to make reference to the subject matter of the disagreement in
connection with its report; or (ii) a reportable event (as defined in Item
304(a)(1)(v) of Regulation S-K).
During the years ended December 31, 2002 and December 31, 2003 and the
subsequent interim periods, registrant did not consult with CAC regarding (i)
the application of accounting principles to a specified transaction 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 (as defined in
Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as defined in Item
304(a) (1)(v) of Regulation S-K).
Registrant provided a copy of the foregoing disclosures to BKW. Exhibit
16.1 to this Form 8-K is a copy of BKW's letter dated March 10, 2004 stating
that it has found no basis for disagreement with such statements.
Item 7. Financial Statements and Exhibits.
(a). Financial Statements.
Not Applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
16.1 Letter from Beckman Kirkland & Whitney dated March 10, 2004 indicating
no disagreements with disclosures made in response to Item 4 of this
Form 8-K.
SIGNATURES
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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 thereunto duly authorized.
Rexhall Industries, Inc.
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(Registrant)
Date: March 11, 2004 By: /S/ William J. Rex
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William J. Rex,
President & Chief Executive Officer
Exhibit 16.1
Beckman Kirkland & Whitney
5210 Lewis Road, Suite #14
Agoura Hills, California 91301
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Certified Public Accountants
Member of AICPA
Division of Firms
SEC Practice Section
March 10, 2004
SECURITIES & EXCHANGE COMMISSION
Washington D.C. 20549
Beckman Kirkland & Whitney, the former accountants for Rexhall Industries, Inc.
("the registrant"), have read and agree with the disclosures the registrant has
mad in response to Item 304(a) of Regulation S-K on Form 8-K dated March 4,
2004.
/S/ Beckman Kirkland & Whitney
Agoura Hills, California