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
June 2, 2004
Date of Report (date of earliest event reported)
BIOMERICA, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-8765 95-2645573
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(State or Other (Commission (IRS Employee
Jurisdiction of File Number) Identification
Number)
1533 Monrovia Avenue
Newport Beach, California 92663
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(Address of Principal Executive Offices
Including Zip Code)
949-645-2111
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(Registrant's Telephone Number,
Including Area Code)
__________
(Former Name or Former Address if Changed
Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) The Company's independent auditors for the fiscal years ended
May 31, 2003 and 2002 were BDO Seidman, LLP ("BDO"). Effective
May 29, 2004, the Registrant, upon approval of the audit
committee of the Board of Directors of the Registrant,
approved the appointment of PKF, Certified Public Accountants,
A Professional Corporation, as the Registrant's independent
auditors for the fiscal year ended May 31, 2004.
(ii) BDO last reported on Registrant's financial statements as of
August 11, 2003. The report, which covered the two fiscal
years ended May 31, 2003, was an unqualified report modified
for going concern. While BDO expressed concern as to the
Registrant's ability to remain a going concern, neither the
report nor the financial statements for the periods contained
any other adverse opinion or disclaimer of opinion, nor were
they modified as to audit scope or accounting principles.
The auditors' report of BDO Seidman on the consolidated financials
statements of Biomerica, Inc. and subsidiaries as of and for the years ended May
31, 2003 and 2002 contained the following paragraph:
"The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has historically
reported net losses and negative cash flows from operations, which raise serious
liquidity concerns. Management estimates that its available cash resources as of
May 31, 2003 along with cost reductions will be sufficient to fund planned
operations through May 31, 2004. These operating and liquidity issues, amongst
other concerns, raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are described
in Note 1 to the accompanying consolidated financial statements. The
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern."
(iii) The change of independent accountants was ratified by the
Board of Directors of Registrant on May 29, 2004.
(iv) During the two fiscal years ended May 31, 2003 and the
subsequent interim period through May 29, 2004, there were no
disagreements between Registrant and BDO on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not
resolved, to BDO's satisfaction, would have caused it to make
reference to the subject matter of the disagreement in
connection with its report.
(v) During and the two fiscal years ended May 31, 2003 and
subsequent interim period through May 29, 2004, there have
been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(a) During the two fiscal years ended May 31, 2003 and
the subsequent interim period through May 29, 2004
BDO did not advise Registrant that the internal
controls necessary for the Registrant to develop
reliable financial statements do not exist.
(b) During the two fiscal years ended May 31, 2003 and
the subsequent interim period through May 29, 2004,
BDO did not advise Registrant that any information
had come to their attention which had led them to no
longer be able to rely on management's
representation, or that had made BDO unwilling to be
associated with the financial statements prepared by
management.
(c) During the two fiscal years ended May 31, 2003 and
the subsequent interim period through May 29, 2004,
BDO did not advise Registrant that the scope of any
audit needed to be expanded significantly or that
more investigation was necessary.
(d) During the two fiscal years ended May 31, 2003 and
the subsequent interim period through May 29, 2004,
BDO did not advise Registrant that there was any
information which the accountants concluded would
materially impact the fairness and reliability of
either (i) a previously issued audit report or the
underlying statements, or (ii) the financial
statements issued or to be issued covering the fiscal
periods(s) subsequent to the date of the most recent
financial statements covered by an audit report
(including information that, unless resolved to the
accountant's satisfaction, would prevent it from
rendering an unqualified audit report on those
financial statements).
(vi) Registrant has requested that BDO furnish it with a letter
addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated June 1, 2004,
is filed as Exhibit 16.1 to this Form 8-K.
(b) New independent accountants
The Registrant has engaged PKF, Certified Public Accountants, A Professional
Corporation ("PKF") as its new independent accountant on May 29, 2004. Prior to
May 29, 2004, the Registrant had not consulted with PKF regarding (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Registrant's financial statements, and no written report or oral advice was
provided to the Registrant by PKF concluding there was an important factor to be
considered by the Registrant in reaching a decision as to an accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) The following documents are filed herewith as exhibits:
Exhibit 16.1 Letter from BDO dated June 1, 2004.
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.
Biomerica, Inc.
Dated: June 2, 2004 By: /s/ Zackary S. Irani
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Name: Zackary S. Irani
Title: Chief Executive Officer
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.
Dated: June 2, 2004 Biomerica, Inc.
By: /s/ Zackary S. Irani
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Zackary S. Irani
Chairman