UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 30, 2005
MENDOCINO BREWING COMPANY, INC.
(Exact name of issuer as specified in its charter)
California
(State or other jurisdiction of incorporation)
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))
EXPLANATORY NOTE
This Form 8-K/A amends and restates the Current Report on Form 8-K filed
on January 12, 2006 (the "Original Current Report") by Mendocino Brewing
Company, Inc. (the "Registrant"). The Registrant has received confirmation from
its former independent auditor, Moss Adams LLP ("Moss Adams"), of the date of
termination of the client-auditor relationship between the Registrant and Moss
Adams.
The Items of the Original Current Report which are amended and restated
are as follows: Item 4.01 Changes in Registrant's Certifying Accountant, and
Item 9.01 Financial Statements and Exhibits. Further, this Form 8-K/A contains
new Exhibit 16.1.
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 8, 2005, the Registrant filed a Current Report on Form 8-K
stating that Moss Adams would not stand for reappointment as the Registrant's
independent auditor for the year ending December 31, 2005. In that Current
Report the Registrant stated that it would file a separate Current Report on
Form 8-K to announce the appointment of its independent auditor for the year
ended December 31, 2005.
CONFIRMATION OF TERMINATION.
Moss Adams ceased to be the Registrant's independent auditor as of
December 30, 2005 (the "Termination Date"). The Registrant received written
confirmation from Moss Adams dated December 30, 2005 that the client-auditor
relationship between the Registrant and Moss Adams had ceased. Neither of 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 and including the Termination Date
(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
2
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.
ENGAGEMENT OF INDEPENDENT ACCOUNTANT.
On January 9, 2006, the audit committee of the Registrant engaged Pohl
McNabola Berg + Company LLP ("PMB") as the independent accountant to audit
Registrant's financial statements for the year ending December 31, 2005.
NO PRIOR CONSULTATION.
Prior to engaging PMB, neither the Registrant nor any person acting on
behalf of the Registrant consulted PMB regarding any issue relating to the
Registrant or the Registrant's financial statements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 16.1 Undated Letter from Moss Adams LLP.
3
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.
MENDOCINO BREWING COMPANY, INC.
(Registrant)
Date: January 31, 2006 By: /s/ N.Mahadevan
N. Mahadevan, Secretary and
Chief Financial Officer
4