================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-KA
CURRENT REPORT
Pursuant to section 13 or 15 (d) of the
Securities Exchange Act of 1934
---------------
May 5, 2004
Date of Report (Date of earliest event reported)
THE FLAMEMASTER CORPORATION
(Exact name of registrant as specified in charter)
NEVADA 0-2172 95-2018730
(state or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
11120 SHERMAN WAY
SUN VALLEY, CALIFORNIA 91352
(Address of principal executive offices and zip code)
(818) 982-1650
(Registrant's telephone number, including area code)
(818) 765-5603
(Registrant's facsimile number including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
================================================================================
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS:
On May 5, 2004, The Flamemaster Corporation (the "Company") received
notification that the firm of Beckman, Kirkland & Whitney LLP ("BKW") had
resigned as the Company's independent auditors effective immediately. The
decision of BKW to resign as the Company's independent auditors is due to the
fact that the Public Company Accounting Oversight Board has not approved their
application for registration. The resignation of BKW was accepted by the
Company's Audit Committee and Board of Directors on May 5, 2004.
During the years ended September 30, 2003 and 2002 and the subsequent
interim periods, there were no disagreements between the Company and BKW on any
matters of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the satisfaction of BKW,
would have been referred to in their reports. BKW's report on the Company's
financial statements for the years ended September 30, 2003 and 2002 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. In addition,
during the years ended September 30, 2003 and 2002 and the subsequent interim
periods, there were no reportable events (as defined in Item 304(a) (1) (v) of
Securities and Exchange Commission Regulation S-K).
On May 5, 2004, the Company engaged Sarna and Company ("SAC"), based in
Westlake, California to serve as its new auditors. SAC is a registered member of
the Public Company Accounting Oversight Board (PCAOB).
During the year ended September 30, 2003 and the subsequent interim
periods, the Company did not consult with SAC regarding either (i) the
application of accounting principles to a specified transaction or the type of
audit opinion that might be rendered on the Company's financial statements or
(ii) any matter that was either the subject of a disagreement (as defined in
Item 304(a) (l) (iv) of Regulation S-K) or a reportable event (as defined in
Item 304(a) (l) (v) of Regulation S-K).
The decision to engage SAC was recommended by the Audit Committee and
unanimously approved by the Company's Board of Directors.
Registrant provided a copy of the foregoing disclosures to BKW. Exhibit 16.1 to
this Form 8-K is a copy of BKW's letter dated May 10, 2004 stating that it has
found no basis for disagreement with such statements.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
a) Financial Statements Not Applicable
b) Proforma Financial Information. Not Applicable
c) Exhibits.
16.1 Letter from Beckman Kirkland & Whitney dated May 10, 2004
indicating no disagreements with disclosure's made in response
to Item 4 of the Form 8-KA
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.
FLAMEMASTER CORPORATION
-----------------------
(Registrant)
Date:
May 10, 2004
/s/ JOSEPH MAZIN
---------------------------
(Signature)
Joseph Mazin,
President and Chairman and
Chief Executive Officer