- Current report filing (8-K)
January 15 2010 - 4:52PM
Edgar (US Regulatory)
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):
January 11, 2010
ITRONICS INC.
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Texas
33-18582
75-2198369
(State or other jurisdiction
(Commission File
(IRS Employer
of incorporation)
Number)
Identification No.)
6490 So. McCarran Boulevard, Building C, Suite 23 Reno, Nevada
89509
(Address of Principal Executive Offices)
Zip Code
Registrants telephone number, including area code:
(775) 689-7696
Item 4.01: Changes in Registrants Certifying Accountant
On January 11, 2010 the registrant, Itronics Inc., was notified that, effective January
1, 2010, certain partners of Moore Stephens Wurth Frazer and Torbet, LLP
("MSWFT") and Frost, PLLC ("Frost") formed Frazer Frost, LLP
("Frazer Frost"), a new partnership. Pursuant to the terms of a
combination agreement by and among MSWFT, Frazer Frost, and Frost (the "Combination
Agreement"), each of MSWFT and Frost contributed all of their assets and certain of
their liabilities to Frazer Frost, resulting in Frazer Frost assuming MSWFTs
engagement letter with the registrant and becoming the registrants new independent
accounting firm. As of the date of this Current Report on Form 8-K, Frazer
Frost is registered with the Public Company Accounting and Oversight Board (PCAOB).
The audit reports of MSWFT on the financial statements of the registrant as of and for
the year ended December 31, 2007 did not contain an adverse opinion or a disclaimer
of opinion, and were not qualified or modified as to uncertainty, audit scope, or
accounting principles, except as follows:
(1) In MSWFTs report dated April 14, 2008 for the financial statements for
the registrants fiscal year ended December 31, 2007, MSWFT indicated
that: "The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As of
December 31, 2007, the Company has an accumulated deficit of $42,143,980, a negative
working capital of $18,842,148, and a stockholders deficit balance of $15,663,973,
and is in default on various leases and loans. The Companys ability to continue as a
going concern is contingent upon the Companys ability to generate sufficient cash
either through operations or through capital injections from debt or equity offerings, to
meet obligations as they become due. These conditions raise substantial doubt about the
Companys ability to continue as a going concern. Managements plans regarding
this matter are described in Note 14. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty."
During the registrants most recent fiscal year ended December 31, 2007 and
through January 1, 2010, the registrant did not consult with Frazer Frost on (i) the
application of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that may be rendered on the registrants
financial statements, and Frazer Frost did not provide either a written report or oral
advice to the registrant that was an important factor considered by the registrant in
reaching a decision as to any accounting, auditing, or financial reporting issue; or
(ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of
Regulation S-K and the related instructions, or a reportable event within the meaning
set forth in Item 304(a)(1)(v) of Regulation S-K.
In connection with the audit of the registrants financial statements for the
fiscal year ended December 31, 2007 and through the date of this Current Report,
there were: (i) no disagreements between the registrant and MSWFT on any matters of
accounting principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of MSWFT, would have
caused MSWFT to make reference to the subject matter of the disagreement in its reports on
the registrants financial statements for such years, and (ii) no reportable events
within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The registrant provided MSWFT a copy of the disclosures in this Current Report and
requested that MSWFT furnish it with a letter addressed to the Securities and Exchange
Commission stating whether or not MSWFT agrees with the registrants statements in
this Item 4.01. A copy of the letter dated January 11, 2010, furnished by
MSWFT in response to that request, is filed as Exhibit 16.1 to this Current Report.
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Exhibits:
16.1 Letter from former certifying accountant in accordance with Item 304(a)(3) of
Regulation S-K.
SIGNATURE
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.
ITRONICS INC.
(Registrant)
Date:
January 15, 2010
By:
/S/ John W. Whitney
John W. Whitney
President, Treasurer and Director
(Principal Executive and Financial
Officer)
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