UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 5, 2006
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DAUPHIN TECHNOLOGY, INC.
(Exact name of Issuer as specified in its charter)
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Illinois 32-4537-D 87-0455038
(State of incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
1014 E. Algonquin Rd., Suite 111, Schaumburg, Illinois 60173
(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 303-6566
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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:
|_| 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))
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Dauphin Technology, Inc.
REPORT ON FORM 8-K
May 5, 2006
TABLE OF CONTENTS
Item 4.01 Changes in Registrant's Certifying Accountants 2
Item 9.01 Financial Statements and Exhibits 3
Signature 3
Exhibit Index 3
Exhibit 16.1 Letter from Tanner LC to the United States
Securities and Exchange Commission, dated, relating to
the change in certifying accountants.
Item 4.01 Changes in Registrant's Certifying Accountants.
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On May 5, 2006, the Registrant notified its principal auditor, Tanner LC
("Tanner") that the Registrant was terminating the client-auditor relationship.
The reports of Tanner on the Registrant's financial statements as of December
31, 2004 and 2003 and for each of the years in the three-year period ended
December 31, 2004 contained no 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 in the auditors'
report expressing substantial doubt about the Company's ability to continue as a
going concern.
During the year ended December 31, 2004 and subsequent period through May 11,
2006, there were no disagreements (as defined in Item 304 (a) (1) (iv) of
Regulation S-K), with Tanner as to any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure which
if not resolved to the satisfaction of Tanner would have caused it to make
reference to the subject matter of such disagreements in connection with its
report, except that Tanner reported in a letter to the Company's Board of
Directors dated November 11, 2005 that Tanner identified deficiencies that
existed in the design or operation of our internal control over financial
reporting that it considered to be "significant deficiencies" or "material
weaknesses."
The Public Company Accounting Oversight Board ("PCAOB") has defined "significant
deficiency" as a control deficiency, or a combination of control deficiencies,
that adversely affects the company's ability to initiate, authorize, record,
process, or report external financial data reliably in accordance with generally
accepted accounting principles such that there is more than a remote likelihood
that the misstatement of the company's annual or interim financial statements
that is more than inconsequential will not be detected. The PCAOB has defined a
"material weakness" as a "significant deficiency or combination of significant
deficiencies that results in more than a remote likelihood that a material
misstatement of the annual or interim financial will not be prevented or
detected.
The significant deficiencies or material weaknesses in our internal controls
relate to lack of segregation of incompatible duties, the untimely
reconciliation of general ledger accounts, lack of controls over inventory,
property and equipment, debt documentation and derivative transactions and
inadequate accounting for acquisitions and disposals. Additionally, significant
deficiencies or material weaknesses existed in our internal control over
accounting for derivative transactions, providing disclosures in the footnotes
to the financial statements related to the stock options as required by SFAS No.
123R. We have disclosed these significant deficiencies and material weaknesses
to our Board of Directors.
Additional effort is needed to fully remedy these significant deficiencies and
material weaknesses and we are continuing our efforts to improve and strengthen
our internal controls over financial reporting. Our management and Board of
Directors are working with outside advisors with the goal to implement internal
controls over financial reporting that are adequate and effective.
The Registrant has requested that Tanner review the foregoing disclosure and
provide a letter addressed to the Securities and Exchange Commission stating
whether they agree with the above statements and, if not, stating in what
respects they do not agree. Tanner LC's letter is included as an exhibit to this
Report on Form 8-K.
2
Effective May 5, 2006, the Board of Directors of Dauphin Technology, Inc.,
appointed Porter Keadle Moore, LLP (PKM), an Atlanta, Georgia based firm, as its
new independent registered public accounting firm. The decision to appoint new
auditors was approved by Dauphin's Board of Directors.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits
Exhibit Description of Exhibit
16.1 Letter from Tanner LC to the United States Securities and
Exchange Commission, dated May 12, 2006, relating to the
change in certifying accountants.
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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.
Dated: May 12, 2006
DAUPHIN TECHNOLOGY, INC.
/s/ Andrew J. Kandalepas
___________________________
Andrew J. Kandalepas
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EXHIBIT INDEX
Exhibit Description of Exhibit
______ ___________________
16.1 Letter from Tanner LC to the United States Securities and
Exchange Commission, dated May 12, 2006, relating to the
change in certifying accountants.
3