-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HX99C9RQrb+C6Q5DqoMg5PUQyf5fcDDSKbe70ySxOwu+TVa+P5k6a8T5PcHPQK/A Q6sW6OV4vrC2yHdkGKH3Tg== 0001157523-06-005752.txt : 20060601 0001157523-06-005752.hdr.sgml : 20060601 20060601153143 ACCESSION NUMBER: 0001157523-06-005752 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060601 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060601 DATE AS OF CHANGE: 20060601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOLLER INTERNATIONAL INC CENTRAL INDEX KEY: 0000871344 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 680006075 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33173 FILM NUMBER: 06879972 BUSINESS ADDRESS: STREET 1: 1222 RESEARCH PARK DR CITY: DAVIS STATE: CA ZIP: 95616 BUSINESS PHONE: 5307565086 MAIL ADDRESS: STREET 1: 1222 RESEARCH PARK DR CITY: DAVIS STATE: CA ZIP: 95616 8-K 1 a5160959.txt MOLLER INTERNATIONAL, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 reported) 1 June 2006 ----------- Moller International, Inc. -------------------------- (Exact name of registrant as specified in its chapter) CALIFORNIA 68-0006075 ---------- ---------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation File Number) Identification No.) 1222 RESEARCH PARK DRIVE, DAVIS CA 95616 ---------------------------------- ----- (Address of principal executive offices) (Zip Code) Telephone Number: (530) 756-5086 -------------- ---------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 4.01 Changes in Registrant's Certifying Accountant The firm of Vavrinek, Trine, Day & Co., LLP has served as Moller International's independent registered public accounting firm since MI's SEC Form 10-SB registration in 2001, including MI's fiscal year ended December 31, 2005 and our most recent disclosure, the Form 10-Q for the quarter ended March 31, 2006. VTD informed us on 16 May 2006 that they have declined to be reelected. The reports of VTD on our consolidated financial statements as of December 31, 2005 and 2004 and for the years then ended contained no adverse opinion or disclaimer of opinion and were not qualified as to uncertainty, audit scope, or accounting principles. During our two most recent fiscal years and through the interim period ended March 31, 2006 and date of this Current Report on Form 8-K, there have been no disagreements with VTD on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which would have caused VTD to make reference thereto in their reports on the financial statements for such years. During the years ended December 31, 2005 and 2004 and through the interim period ended March 31, 2006 and the date of this Current Report on Form 8-K, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). VTD has furnished us with a letter addressed to the Securities and Exchange Commission stating that it agrees with the above statements, which is filed as Exhibit 1 to this Current Report on Form 8-K. On 30 May 2006, the Audit Committee retained Malone & Bailey, PC as MI's independent registered public accounting firm for the fiscal year ending December 31, 2006. During MI's fiscal years ended December 31, 2005 and December 31, 2004 and during the subsequent interim period through March 31, 2006, neither MI nor anyone on MI's behalf consulted Malone & Bailey, PC regarding any of the matters referred to in Item 304(a)(2) of Regulation S-K. ITEM 9.01. Financial Statements and Exhibits (c) Exhibits. 1. Letter dated 16 May 2006 from Vavrinek, Trine, Day & Co, LLP to the Securities and Exchange Commission regarding their decision to not stand for reelection. 2. Letter dated 26 May 2006 from Vavrinek, Trine, Day & Co, LLP to the Securities and Exchange Commission regarding the accuracy of certain statements represented in the Moller International's draft SEC Form 8-K dated 26 May 2006 and the related press release. 3. Moller International Press Release dated 1 June 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Moller International I has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. /s/Paul S. Moller, President - ---------------------------- (Registrant) Date: 1 June 2006 ----------- EX-99 2 a5160959ex_1.txt EXHIBIT 1 LETER DATED MAY 16, 2006 Exhibit 1 Vavrinek, Trine, Day & Co., LLP Certified Public Accountants & Consultants May 16, 2006 Mr. Bruce Calkins Moller International, Inc. 1222 Research Park Drive Davis, CA 95616 We have decided to decline to stand for reelection as the company's independent accountants effective May 16, 2006. After substantial deliberation, we have reached this decision reluctantly. This letter is to confirm that the client auditor relationship between Moller International, Inc. and Vavrinek, Trine, Day & Co., LLP has ceased. You should take steps to retain a new accounting firm as there are SEC reporting requirement deadlines for the fiscal year ended June 30, 2006. We look forward to helping you make a smooth transition with your new accountants. Sincerely, /s/ A.J. Major -------------------- A.J. Major, Partner of Vavrinek, Trine, Day & Co., LLP CC: Office of the Chief Accountant SECPS Letter File Securities and Exchange Commission Mail Stop 9-5 450 Fifth Street, N.W. Washington, D.C. 20549 5000 Hopyard Road, Suite 335 Pleasanton, CA 94588-3351 Tel: 925.734.6600 Fax: 925.734.6611 www.uldcpa.com FRESNO o LAGUNA HILLS o PALO ALTO o PLEASANTON o RANCHO CUCAMONGA EX-99 3 a5160959ex_2.txt EXHIBIT 2 LETTER DATED MAY 26, 2006 Exhibit 2 Vavrinek, Trine, Day & Co., LLP Certified Public Accountants & Consultants May 26, 2006 Office of the Chief Accountant United States Securities and Exchange Commission 450 5th Street NW Washington, DC 20549 To whom it may concern: We have read Item 4.01 paragraphs one through four of Moller International, Inc.'s Form 8K dated May 26, 2006, and we agree with the statements made therein. Sincerely, /s/ Vavrinek, Trine, Day & Co., LLP - ----------------------------------- Vavrinek, Trine, Day & Co., LLP Pleasanton, California 5000 Hopyard Road, Suite 335 Pleasanton, CA 94588-3351 Tel: 925.734.6600 Fax: 925.734.6611 www.vtdcpa.com FRESNO o LAGUNA HILLS o PALO ALTO o PLEASANTON o RANCHO CUCAMONGA EX-99 4 a5160959ex_3.txt EXHIBIT 3 PRESS RELEASE DATED JUNE 1, 2006 Exhibit 3 Moller International, Inc. Announces Change in Independent Registered Public Accounting Firm from Vavrinek, Trine, Day & Co., LLP to Malone & Bailey, PC DAVIS, Calif.--(BUSINESS WIRE)--June 1, 2006--Moller International, Inc. (OTCBB:MLER), the developer of the vertical takeoff and landing concept vehicle called the Skycar(R), today announced that it has engaged Malone & Bailey, PC as its independent registered public accounting firm for its fiscal year ending December 31, 2006. The firm of Vavrinek, Trine, Day & Co., LLP has served as our independent registered public accounting firm since September 1999 and throughout our transition to a fully-reporting public company in 2002. They have reported on our finances for our fiscal years ended December 31, 2001 through 2005, including interim periods contained therein. VTD informed MI on 16 May 2006 that they were no longer going to continue to serve as our independent registered public accounting firm. On 18 May 2006, MI's staff made a recommendation to the Chairman of the Board to change our accounting firm to Malone & Bailey, PC. Malone & Bailey PC is a seven-partner certified public accounting firm based in Houston, Texas, which specializes in audit services for public companies. The reports of VTD on our consolidated financial statements as of December 31, 2005 and 2004 and for the years then ended contained no adverse opinion or disclaimer of opinion and were not qualified as to uncertainty, audit scope, or accounting principles. During our two most recent fiscal years and through the interim period ended March 31, 2006, there have been no disagreements with VTD on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which would have caused VTD to make reference thereto in their reports on the financial statements for such years. During the years ended December 31, 2005 and 2004 and through the interim period ended March 31, 2006, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). About Moller International Moller International was formed in 1983 and is the developer of the roadable Skycar(R) aircraft, a four-person Vertical Takeoff and Landing Vehicle (VTOL) currently undergoing initial flight-testing. The aircraft uses the Company's Rotapower(R) rotary engine designed specifically for compact, high power-to-weight applications. The Skycar(R) has the potential to provide an airborne alternative to a significant portion of the miles now traveled by automobiles. The Skycar(R) has been featured on a number of TV programs including CBS 60 Minutes, "Highway In the Sky", NBC's Today Show "Today's American Story", and History Channel's, "Greatest Movie Gadgets: Then and Now". Safe Harbor Statement Except for historic information contained in this release, the statements in this news release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause a company's actual results in the future to differ materially from forecasted results. These risks and uncertainties include, among other things, the company's ability to attract qualified management, raise sufficient capital to execute its business plan, and effectively compete against similar companies. For further information contact: www.moller.com. Skycar(R) and Rotapower(R) are registered trademarks of Moller International in the USA and other countries. CONTACT: Moller International Bruce Calkins, 530-756-5086 Facsimile: 530-756-5179 bruce@moller.com -----END PRIVACY-ENHANCED MESSAGE-----