8-K 1 form8k16may2005accountant.txt CHANGE IN CERTIFYING ACCOUNTANT EFFECTIVE AUGUST 23RD, 2004 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) May 16, 2005 General Environmental Management, Inc. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 33-55254-38 87-0485313 ----------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3191 TEMPLE AVENUE, SUITE 250 POMONA, CALIFORNIA 91768 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 909-444-9500 -------------------------------------------------------------------------------- (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): [] 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)). Section 4 - Matters Related to Accountants and Financial Statements Item 4.01 Changes in Registrant's Certifying Accountant. a) On May 16, 2005, General Environmental Management, Inc.(the "Company")ended the engagement of Smith & Company as its independent certified public accountants. The decision was approved by the Board of Directors of the Company. The report of Smith & Company on the Company's financial statements as of December 31, 2004 and for the years ended December 31, 2004 and 2003 did not contain an adverse opinion or disclaimer of opinion. During the Company's year ended December 31, 2004 and the subsequent interim period preceding the termination, there were no disagreements with Smith and Company 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 Smith& Company would have caused Smith & Company to make reference to the subject matter of the disagreements in connection with its report on the financial statements for such years or subsequent interim periods. The Company requested that Smith & Company furnish it with a letter addressed to the Securities and Exchange Commission ("SEC") stating whether or not it agrees with the Company's statements in this Item 4.01(a). A copy of the letter furnished by Smith & Company in response to that request, dated May 19, 2005, is filed as Exhibit 16.1 to this Form 8-K. (b) On May 19, 2005, the Board of Directors of the Company appointed Weinberg & Company, P.A. ("Weinberg") as the Company's new independent certified accountants. During the two most recent fiscal years and the interim period preceding the appointment of Weinberg, the Company has not consulted with Weinberg regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement or event identified in paragraph (a)(1)(iv) of Item 304 of Regulation S- B. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. Exhibit Number Descriptions 16.1 Letter from Smith & Company dated May 19, 2005 regarding change in certifying accountant 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. GENERAL ENVIRONMENTAL MANAGEMENT, INC. -------------------------------------- (Registrant) Date: May 19, 2005 /s/ Cabell F. Cobbs --------------------- Cabell F. Cobbs, Chief Financial Officer (Signature)* *Print name and title of the signing officer under his signature. Exhibit 16.1 Letter on change of certifying accountant: Smith & Company A Professional Corporation of Certified Public Accountants May 19, 2005 Securities and Exchange Commission 450 5th Street, Northwest Washington, D. C. 20549 Ladies and Gentlemen: We have read Item 4.01 of the Form 8-K Current Report dated May 16, 2005 of General Environmental Management, Inc. and are in agreement with the statements contained in the three paragraphs of a) of that Item as they pertain to Smith & Company. We have no basis to agree or disagree with any other statements of General Environmental Management, Inc. contained therein. Very truly yours, /s/ Smith & Company Smith & Company 4764 South 900 East, Suite 1 o Salt Lake City, Utah 84117-4977 Telephone: (801) 281-4700 o Facsimile: (801) 281-4701 E-mail: smithcocpa@earthlink.net Members: American Institute of Certified Public Accountants o Utah Association of Certified Public Accountants