micro20191029

0001437749-19-020855.txt : 20191030 0001437749-19-020855.hdr.sgml : 20191030 20191029204542 ACCESSION NUMBER: 0001437749-19-020855 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191029 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191030 DATE AS OF CHANGE: 20191029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Microphase Corp CENTRAL INDEX KEY: 0001574969 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 060710848 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55382 FILM NUMBER: 191177189 BUSINESS ADDRESS: STREET 1: 100 TRAP FALLS ROAD EXTENSION, STREET 2: SUITE 400 CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 203-866-8000 MAIL ADDRESS: STREET 1: 100 TRAP FALLS ROAD EXTENSION, STREET 2: SUITE 400 CITY: SHELTON STATE: CT ZIP: 06484 8-K 1 micro20191029_8k.htm FORM 8-K micro20191029_8k.htm

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): October 29, 2019

MICROPHASE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		000-55382		06-0710848
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 Trap Falls Road Extension, Suite 400, Shelton, CT 06484

(Address of principal executive offices) (Zip Code)

(203) 866-8000

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

On October 22, 2019, Microphase Corporation, a Delaware corporation (the “Company”) received a letter from Rosenberg Rich Baker Berman, P.A. (“RRBB”) terminating its services as the Company’s independent registered public accounting firm, effective immediately.

The audit reports of RRBB on the Company’s consolidated financial statements as of and for the years ended June 30, 2016 and 2015, did not contain any adverse opinion or disclaimer of opinion. In connection with its audits of the Company’s financial statements for the fiscal years ended June 30, 2015 and June 30, 2016, there were no disagreements with RRBB 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 RRBB, would have caused it to make reference thereto in its report on the financial statements for such years or periods, as the case may be.

The Company provided RRBB with a copy of this Form 8-K and requested that RRBB furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not RRBB agrees with the above statements. A copy of such letter, dated October 28, 2019, is attached hereto as Exhibit 16.1

Item 9.01 Exhibits and Financial Statements

(d) Exhibits.

The following exhibit is furnished herewith:

Exhibit No.	Description

16.1	Letter from Rosenberg Rich Baker Berman, P.A. to the Securities and Exchange Commission.

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.

	DPW HOLDINGS, INC.


Dated: October 29, 2019	/s/ Amos Kohn
	Amos Kohn Chief Executive Officer

EX-16.1 2 ex_161799.htm EXHIBIT 16.1 ex_161799.htm

Exhibit 16.1

October 28, 2019

Office of the Chief Accountant

Securities and Exchange Commission

100F Street, NE

Washington, D.C. 20549

Dear Sir/Madam:

We have read the statements made by Microphase Corporation (“the Company”), which were provided to us and which we understand was filed with the Commission pursuant to Item 4.01 (a) Resignation of Independent Registered Public Accountant in its Form 8-K regarding the change in independent registered public accounting firm. We agree with the statements concerning our firm in such Current Report on Form 8-K.

We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.

Very truly yours,

/s/ Rosenberg Rich Baker Berman, P.A.