UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 22, 2004
Material Technologies, Inc.
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Exact Name of Registrant as specified in its charter
Delaware 33-23617 95-4622822
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State or other jurisdiction Commission IRS Employer
of incorporation File Number Identification No.
11661 San Vicente Blvd., Suite 707, Los Angeles, California 90049
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Address of principal executive offices Zip Code
Registrant's telephone number, including area code: (310) 208-5589
Item 4. Changes in Registrant's Certifying Accountant
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(a) On June 7, 2004, the Company received Gumbiner, Savett, Finkel,
Fingleson & Rose, Inc., Certified Public Accountants (hereinafter
"Gumbiner") letter to the Commission stating that it disagrees with
certain of the Company's statements included in the second paragraph
under Item 4 of its Form 8-K filed on June 3, 2004. This letter is
incorporated herein as Exhibit 16 under Item 7(c). Gumbiner was
engaged only to audit and issue a report on the Company's financial
statements for the calendar year ended December 31, 2003. The
Company's financial statements for the period ended December 31, 2002
were audited and a report issued thereon by Jonathan Reuben.
Gumbiner's report on the Company's financial statements for the
calendar year ended December 31, 2003 contained an explanatory
paragraph indicating that there was substantial doubt about the
Company ability to continue as a going concern. Gumbiner was formally
dismissed by the Company's board of directors on June 3, 2004,
although the Company notified Gumbiner, through its president on April
8, 2004, that Gumbiner would no longer be the Company's accountant. On
June 22, 2004, the Company received Gumbiner's letter to the
Commission stating that it agrees with the Company's statements under
item 4 included in this Form 8-K. This letter is incorporated herein
as Exhibit 16 under Item 7(c).
(b) On June 3, 2004, the Company engaged Farber & Haas, LLP ("Farber") as
the principal accountant to audit the Company's financial statements
for the calendar year ending December 31, 2004 and to review the
Company's interim financial statements to be filed with the Company's
Form 10-Q's for the period beginning January 1, 2004. The Company,
during its most recent fiscal year and any subsequent interim period
to the date hereof, did not have discussions nor has it consulted with
Farber regarding the following:
i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion to be rendered on the Company's financial statements, and
neither a written report was provided to the Company nor oral
advice was provided that Farber concluded was an important factor
considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or
ii) any matters that were the subject of a "disagreement", as that
term is defined in Item 304(a)(1)(iv) of Regulation S-B and the
related instructions to Item 304 of Regulation S-B, or a
reportable event.
Item 5. Other Events and Regulation FD Disclosure
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On June 21, 2004 the Company filed an amended Form 10-Q for the quarter
ended March 31, 2004 to reflect the fact that its financial statements for that
quarter and included in that Form 10-Q as originally filed, were not reviewed by
an independent accountant as required by that form.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
The following exhibits are filed herewith:
Exhibit Number
16.1 Letter, dated June 7, 2004 from Gumbiner to the Securities
and Exchange Commission
16.2 Letter, dated June 22, 2004 from Gumbiner to the Securities
and Exchange Commission
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 hereunto duly authorized.
Material Technologies, Inc.
June 22, 2004 By: /s/ Robert M. Bernstein
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Robert M. Bernstein, CEO