-----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, KcJWPIi286uF+ShbSKZKWvwNGQ2xrnKH+RA9oQMebxtnruHtb4Yfxbr0pGNHxVAZ pAEVMvDmzPoW7inriW7UyA== 0001157523-06-005836.txt : 20060605 0001157523-06-005836.hdr.sgml : 20060605 20060605172449 ACCESSION NUMBER: 0001157523-06-005836 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060605 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060605 DATE AS OF CHANGE: 20060605 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: 06887156 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 a5163288.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) 5 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 On 25 May 2006 Moller International (the "Company") received a letter from the Securities and Exchange Commission instructing the Company to file an Item 4 Form 8-K reporting that Vavrinek, Trine, Day & Co., LLP ("VTD") had declined to stand for reelection as the Company's independent public accountants (see Exhibit 1). On 1 June 2006 the Company filed a Form 8-K (Accession number 0001157523-06-0057) stating the change in public accountants. Exhibit 2 of this filing identified a letter received from VTD in which the firm stated concurrence with the information identified in a draft of the Company's Form 8-K dated 26 May 2006. The information referenced, paragraphs 1 through 4 of Item 4.01, remained unchanged and was subsequently filed in the Company's Form 8-K on 1 June 2006. On 2 June 2006 the Company sent a reply to the Securities and Exchange Commission's letter of 25 May 2006. In this correspondence the Company acknowledged its reporting responsibilities and identified the measures it had taken to publicly disclose the change in the Company's independent accounting firms (see Exhibit 2). On 5 June 2006 in a phone conversation between the Company's General Manager, Mr. Bruce Calkins, and Securities and Exchange Commission designated agent, Ms. Effie Simpson, Ms. Simpson requested a clarification of the material referenced by VTD in their 26 May 2006 letter. The VTD letter verified the correctness of statements made in the Company's Form 8-K dated 26 May 2006. Mr. Calkins informed Ms. Simpson that the discrepancy in the dates was due to a delay in filing the Form 8-K. The date was changed to reflect the actual filing date of the form, which occurred on 1 June 2006. The final information contained in the Form 8-K filed on 1 June 2006 and information VTD reviewed and approved on 26 May 2006 was unchanged. ITEM 9.01. Financial Statements and Exhibits (c) Exhibits. 99.1 Letter dated 25 May 2006 from the Securities and Exchange Commission regarding the notification from Vavrinek, Trine, Day & Co, LLP decision to not stand for reelection as the Company's auditors. 99.2 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. 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: 5 June 2006 ----------- EX-99.1 2 a5163288ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 May 25, 2006 Mail Stop 3561 Via Fax & U.S. Mail - ------------------- Mr. Paul S. Moller President and Chief Executive Officer Moller International, Inc. 1222 Research Park Drive Davis, California 95616 RE: Moller International, Inc., (the "Company") File No. 0-33173 Dear Mr. Moller: This letter is to inform you that the company should file an Item 4 Form 8-K immediately to report that Vavrinek, Trine, Day & Co., LLP declined to stand for reelection. The staff has received a SECPS letter from Vavrinek, Trine, Day & Co., LLP notifying the Chief Accountant of the Commission that they declined to stand for reelection effective May 16, 2006. The filing was due on the fifth day following that date. Item 304 of Regulation S-B describes the disclosure requirements of the Item 4 Form 8-K. In order for the former accountants to file the letter required by Item 304, a copy of the filing should be furnished to them as soon as possible, but no later than the date you file the Form 8-K with the Commission. The accountants confirming letter should be filed with an amended Form 8-K on Exhibit 16 within two business days of receipt but no later than ten business days after filing the Form 8-K. Other - ----- We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the company and its management are in possession of all facts relating to a company's disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that o The company is responsible for the adequacy and accuracy of the disclosure in the filings; Mr. Paul S. Moller Moller International, Inc. May 25, 2006 Page 2 o staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and o the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing. Please file your supplemental response and Form 8-K via Edgar in response to these comments within five business days of the date of this letter. Please note that if you require longer than five business days to respond, you should contact the staff immediately to request additional time. You may contact Effie Simpson at (202) 551-3346 or Bob Benton, at (202) 942-1811 if you have any questions. Sincerely, /s/ Effie Simpson ----------------- Effie Simpson Staff Accountant EX-99.2 3 a5163288ex99_2.txt EXHIBIT 99.2 Exhibit 99.2 [LOGO] Moller International 1222 Research Park Drive Davis, CA 95616 USA Facsimile (530) 756-5179 Phone (530) 756-5086 www.moller.com June 2, 2006 Effie Simpson US Securities and Exchange Commission Mail Stop 3561 Washington, D.C. 20549 RE: Moller International, Inc. File No. 033173 Dear Ms. Simpson: In accordance with your direction in the correspondance from your office dated 25 May 2006, Moller International acknowledges that: a. The company is responsible for the adequacy and accuracy of the disclosure in the filings, b. Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and c. The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition to this correspondance Moller International filed a SEC Form 8-K on 1 June 2006 stating that Vavrinek, Trine, Day & Co., LLP had declined reelection as our independent auditors. We simultaneously announced the selection of Malone & Bailey, PC as our new accountants with a press release on this topic on 1 June 2006 through Business Wire. For reference the SEC Form 8-K Accession number is 0001157523-06-0057. For additional information, please feel free to call me at (530) 756-5086. Respectfully, /s/ Paul S. Moller, Ph.D. --------------------- Paul S. Moller, Ph.D. President Making New Concepts in Aviation a Reality(TM) -----END PRIVACY-ENHANCED MESSAGE-----