- Current report filing (8-K)
January 06 2011 - 4:21PM
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 6, 2011
DAC Technologies Group International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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000-29211
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65-0847852
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(Commission File Number)
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(IRS Employer Identification No.)
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4700 S. Bowman, Little Rock, AR
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72210
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(Address of Principal Executive Offices)
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(Zip Code)
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(Registrants Telephone Number, Including Area Code)
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 133-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 4.01. Changes in Registrants Certifying Accountant.
On January 3, 2011, DAC Technologies Group International, Inc. (the Company) was notified
that, Frazer Frost, LLP (Frazer Frost), the Companys independent accountant, and the principal
accountant that was engaged to audit the Companys financial statements, was winding down
operations as Frazer Frost and that the firms that had combined to form Frazer Frost, namely,
Frost, PLLC (Frost) and Moore Stephens Wurth Frazer and Torbert, LLP (MSWFT), would resume
their separate operations. Accordingly, Frazer Frost resigned as the Companys certifying
accountant and Frost has been engaged by the Company as its new independent accounting firm. Frost
was registered with the Public Company Accounting Oversight Board (PCAOB) effective December 21,
2010. As noted, the change of certifying accountant was not initiated by the Company; however,
the Companys Board of Directorsthere being no audit or other similar committee of the
Boardapproved the change by resolution dated January 3, 2011.
The financial statements for the year ended December 31, 2009 were reported on by Frazer Frost
and the financial statements for the year ended December 31, 2008 were previously reported on by
Frost, with an unqualified opinion. Frost will assume responsibility for the Frazer Frost audit of
the Company for the year ended December 31, 2009 and all subsequent interim periods.
During the Companys most recently audited fiscal year ended December 31, 2009, and the
subsequent interim period through the date of resignation, the Company did not consult with 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 Companys financial statements,
and Frost did not provide either a written report or oral advice to the Company that was an
important factor considered by the Company 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. Prior to the merger of Frost and MSWFT
into Frazer Frost on January 4, 2010, Frost was engaged as the Companys independent registered
public accounting firm and would have in the normal course of the professional relationship,
discussed a variety of matters, including the application of accounting principles, auditing
standards, financial reporting issues, and reportable events with management, however their
responses were not a condition to their retention.
Since the date of the Companys engagement of Frazer Frost through the date of this report,
there were: (i) no disagreements between the Company and Frazer Frost 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 Frazer Frost, would have caused Frazer Frost
to make reference to the subject matter of the disagreement in connection with their report; and
(ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K,
other than a communication on internal control from Frazer Frost in March 2010. Concurrently with
the issuance of its report on its audit of the Companys financial statements for the year ended
December 31, 2009, Frazer Frost advised the Board of Directors of the Company of a material
weakness in internal control over financial reporting relating to a failure to maintain adequate
segregation of duties within the Companys accounting department due to limited personnel. Frazer
Frost also advised that the Company did not have a functioning audit committee or outside directors
on the Companys Board of Directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures. Frazer Frost did not express an opinion
nor provide assurance on internal control. Its advice, which it discussed with the Board of
Directors, was based on the preliminary evaluations on internal control over financial reporting
performed by management, as evaluated by Frazer Frost as a part of planning and performing its
audit.
The Company has provided Frazer Frost a copy of the disclosures in this Form 8-K and has
requested that Frazer Frost furnish it with a letter addressed to the Securities and Exchange
Commission stating whether or not Frazer Frost agrees with the Companys statements in this Item
4.01. A copy of the letter dated January 6, 2011 furnished by Frazer Frost in response to that
request is filed as Exhibit 16.1 to this report.
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Item 9.01. Financial Statements and Exhibits.
(c)
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Exhibits
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16.1
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Letter of Frazer Frost, LLP dated January 6, 2011
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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.
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DAC Technologies Group International, Inc.
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By:
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/s/ Robert C. Goodwin
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Name:
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Robert C. Goodwin
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Title:
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CFO, Principal Accounting Officer and
Principal Financial Officer
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Date: January 6, 2011
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