UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported):
July
5,
2005
PRECISION
OPTICS CORPORATION, INC.
(Exact
name of registrant as specified in its charter)
Massachusetts
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001-10647
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04-2795294
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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22
East
Broadway, Gardner, Massachusetts 01440
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (978)
630-1800
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 (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications 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) |
On
June 28, 2005, and pursuant to a recommendation from its Audit Committee
as a cost-effectiveness measure, the Board of Directors of Precision
Optics Corporation Inc. (the “Company”) dismissed KPMG LLP (“KPMG”) as the
independent registered public accounting firm for the
Company.
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The
audit
reports of KPMG on the Company’s consolidated financial statements as of and for
the years ended June 30, 2004 and 2003 contained no adverse opinion or
disclaimer of opinion, nor were such reports modified as to uncertainty,
audit
scope, or accounting principles.
In
connection with the audits of the two fiscal years ended June 30, 2004, and
the
subsequent interim period through June 28, 2005, there were (1) no disagreements
with KPMG on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements,
if
not resolved to the satisfaction of KPMG, would have caused KPMG to make
reference to the subject matter of the disagreements in their opinions, or
(2)
reportable events.
(b) |
Effective
June 28, 2005, the Audit Committee recommended and the Board of Directors
approved the engagement of Vitale Caturano & Company Ltd. (“Vitale
Caturano”) as the Company’s independent accountants for the fiscal year
ending June 30, 2005, effective upon the final execution of an engagement
letter. The Company's management and the members of the Audit Committee
of
the Company's Board of Directors believe that the engagement of Vitale
Caturano will permit the Company to obtain similar audit services
at a
lower cost to the Company.
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During
the two most recent fiscal years and through June 28, 2005, the Company did
not
consult with Vitale Caturano regarding the application of accounting principles
to a specific completed or contemplated transaction, or the type of audit
opinion that might be rendered on the Company’s financial statements, or any
other matter that was either the subject of disagreement or identified in
response to Item 304(a)(1)(iv) of Regulation S-B.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibit
Number Title
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16.1 |
Letter
from KPMG LLP to the Securities and Exchange Commission dated July 5,
2005
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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.
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PRECISION
OPTICS CORPORATION, INC. |
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Date:
July 5, 2005 |
By: |
/s/
R. Michael Arbon |
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Name: R.
Michael Arbon |
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Title: Chief
Financial Officer |
EXHIBIT
INDEX
Exhibit Number
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Description
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16.1
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Letter
from KPMG LLP to the Securities and Exchange Commission dated July 5,
2005, filed herewith.
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