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): February 6, 2007
Commodore Applied Technologies, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11871 11-3312952
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
507 Knight Street, Suite B 99352
Richland, Washington
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (509) 943-2565
150 East 58th Street, Suite 3238
New York, New York
(Former Name or Former Address if Changed Since Last Report)
Check the appropriate box below if the Form 8K fining is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17CFR230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication 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
(a)
(1) Previous Independent Registered Public Accounting Firm
(i)
On February 6, 2007, Commodore Applied Technologies, Inc. (the
"Registrant") dismissed Tanner LC (Tanner) as the Registrant's
independent registered public accounting firm.
(ii)
Tanner conducted the Registrant's audits as of and for the years
ended December 31, 2005 and December 31, 2004. Tanner's reports on
those audits did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles, except for the addition of
an explanatory paragraph expressing substantial doubt about the
Registrant's ability to continue as a going concern.
(iii)
The Audit Committee of the Registrant's Board of Directors
approved dismissing Tanner by a resolution of the Committee.
(iv)
During the audited fiscal years ended December 31, 2005 and
December 31, 2004 and the subsequent interim periods through the
dismissal date, there were no disagreements with Tanner on any
matter of accounting principals or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements,
if not resolved to the satisfaction of Tanner, would have caused
Tanner to make reference to the subject matter of the disagreement
in its reports on the Registrant's financial statements for such
periods.
(v)
There were no reportable events (as defined in Regulation S-K Item
304(a)(1)(iv)) during the years ended December 31, 2005 and 2004
or the subsequent interim period through February 6, 2007, except
that Tanner reported in letters to the Registrant's audit
committee and board of directors, dated April 6, 2006, November
18, 2005 and January 21, 2005, that it had identified deficiencies
that existed in the design or operation of the Company's internal
control over financial reporting that it considered to be
"significant deficiencies" and "material weaknesses." These
significant deficiencies and material weaknesses in the
Registrant's internal control consisted of (1) lack of controls
over the identification and analysis of potential embedded
derivatives in certain debt and equity instruments and any
required accounting entries and disclosures pertaining to embedded
derivatives, (2) lack of segregation of incompatible duties in the
accounting function, and (3) lack of certain closing entries
including appropriate consolidation closing entries. Tanner,
through the previously mentioned letters, informed the board of
directors and the audit committee of the board of directors that
the lack of these internal controls could lead to the Registrant
not being in a position to develop reliable financial statements.
The Registrant also disclosed these significant deficiencies and
material weaknesses to the Registrant's audit committee and board
of directors. The Registrant has authorized Tanner to respond
fully to any inquiries by DeCoria, Maichel & Teague regarding
these significant deficiencies and material weaknesses in internal
control.
(2) New Independent Registered Public Accounting Firm
The Registrant has engaged DeCoria, Maichel & Teague of Spokane,
Washington as its independent registered public accounting firm to
provide the requisite audit services for the Registrant. This firm
commenced its engagement effective February 8, 2007 as requested
and approved by the Audit Committee of the Registrant's Board of
Directors. At the time of reporting there has been no need to
consult the new independent auditor on any matters relating to
Item 304 (2)(i) of Regulation S-K or any events as defined in
paragraph (A) through (D) of Item 304 (2)(ii) of Regulation S-K.
The registrant did not consult with DeCoria, Maichel & Teague at
any time prior to the engagement.
(3) The Registrant has requested that Tanner furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the statements included in Item 4.01 of this Form 8-K. A copy of
such letter, dated February 13, 2007, is filed herewith as Exhibit 16.1.
(b) No conditions in paragraphs (b)(1) through (b)(3) of Item 304
of Regulation S-K exist on which to report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
d) Exhibits:
16.1 Letter addressed to the Commission from Tanner LC in
connection with the disclosure under Item 4 of this
report.
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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.
Commodore Applied Technologies, Inc.
(Registrant)
Date: February 13, 2007 By: /s/ Ted R. Sharp
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Ted R. Sharp, Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
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16.1 Letter from former independent accountant in connection with the
disclosure under Item 4 of this report.