UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 2, 2005
MENDOCINO BREWING COMPANY, INC.
(Exact name of issuer as specified in its charter)
California
(State or other jurisdiction of incorporation or organization)
0-22524 68-0318293
(Commission File No.) (IRS Employer Identification Number)
1601 Airport Road, Ukiah, California 95482
(Address of principal executive offices) (Zip Code)
(707) 463 6610
(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 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.
LETTER OF TERMINATION.
On September 2, 2005, Mendocino Brewing Company, Inc. (the "Registrant")
received a letter from Moss Adams LLP ("Moss Adams") stating that Moss Adams
would not stand for reappointment as the Registrant's independent auditor for
the year ending December 31, 2005. Moss Adams will cease to perform services for
the Registrant upon the completion of the SAS 100 review associated with the
filing of the Registrant's Form 10-Q for the quarterly period ending September
30, 2005. At the time the Registrant received the letter stating Moss Adams's
determination not to stand for reappointment, neither the Registrant's audit
committee nor board of directors had previously recommended or approved Moss
Adams's decision.
NO DISAGREEMENTS OR REPORTABLE EVENTS.
Neither of Moss Adams's reports on the Registrant's financial statements
during the last two years contained an adverse opinion or disclaimer of opinion,
or was qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Registrant's past two fiscal years (2003 and 2004) and the
interim period of 2005 preceding the date of this report (collectively, the
"Preceding Period"), the Registrant did not have any disagreements with Moss
Adams on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Moss Adams, would have caused it to make reference to the
subject matter of the disagreements in connection with its report.
During the Preceding Period, Moss Adams never advised the Registrant of
either of the following: (1) that the internal controls necessary for the
Registrant to develop reliable financial statements did not exist; or (2) that
information had come to its attention that led it to no longer be able to rely
on the Registrant's management's representations, or that made it unwilling to
be associated with the financial statements prepared by management.
In addition, Moss Adams did not, during the Preceding Period, advise the
Registrant of the need to expand significantly the scope of its audit, or that
information had come to its attention that had, or if further investigated may
have (1) materially impacted the fairness or reliability of either: a previously
issued audit report or the underlying financial statements; or the financial
statements issued or to be issued in connection with any current or future
report (including information that, unless resolved to Moss Adams's
satisfaction, would prevent it from rendering an unqualified audit report on
those financial statements); or (2) caused it to be unwilling to rely on the
Registrant's management's representations, or that made it unwilling to be
associated with the Registrant's financial statements.
NO SUCCESSOR HAS BEEN APPOINTED.
The Registrant has not yet identified an independent accounting firm to
succeed Moss Adams. The Registrant shall file a separate Current Report on Form
8-K to announce the appointment of its independent auditor for the year ended
December 31, 2005.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 16.1 Letter from Moss Adams LLP dated September 7, 2005
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SIGNATURES
Pursuant to the requirements on 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.
MENDOCINO BREWING COMPANY, INC.
(Registrant)
Date: September 7, 2005 By: /s/ N. Mahadevan
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N. Mahadevan, Secretary and
Chief Financial Officer
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