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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) July 20, 1998
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COMPOST AMERICA HOLDING COMPANY, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 0-27832 22-2603175
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
320 Grand Avenue Englewood, New Jersey 07631
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 541-9393
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N/A
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(Former name or former address, if changed since last report.)
PLEASE ADDRESS ALL CORRESPONDENCE TO: Mark Gasarch, Esq.
40 West 57th Street
33rd Floor
New York, New York 10019
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Company's financial statements for its fiscal years ended April 30, 1996 and
April 30, 1997 were prepared by Zeller Weiss & Kahn, LLP, Certified Public
Accountants.
(i) On July 20, 1998 Zeller Weiss & Kahn, LLP resigned as the Company's
accountants.
(ii) The report of Zeller Weiss & Kahn, LLP, CPAs on the Company's financial
statements for the fiscal years ended April 30, 1996 and April 30, 1997
contained no adverse opinion or disclaimer of opinion, nor was it modified as to
uncertainty, audit scope, or auditing principles.
(iii) The decision by the Company to change accountants was approved by the
Company's audit committee of the board of directors and by the board of
directors itself.
(iv)(A) There were no disagreements between the Company and Zeller Weiss & Kahn,
LLP, whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of Zeller Weiss & Kahn, LLP, would
have caused them to make reference to the subject matter of the disagreement in
connection with its report.
(iv)(B) Zeller Weiss & Kahn, LLP has not advised the Company that:
(1) internal controls necessary to develop reliable financials statements
did not exist; or
(2) information has come to their attention which made them unwilling to
rely upon management's representations, or made them unwilling to be associated
with the financial statements prepared by management; or
(3) the scope of the audit should be expanded significantly, or information
has come to their attention that they have concluded will, or if further
investigated might, materially impact the fairness or reliability of a
previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal year ended April
30, 1998.
On July 20, 1998 the Company engaged Arthur Andersen LLP as their accountants to
render its report on the Company's financial statements for the fiscal year
ended April 30, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) - none
(c) Exhibits 16.1 - Letter Reporting Change in Certifying Accountant from
Zeller Weiss & Kahn, LLP
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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.
Date: July 22, 1998
COMPOST AMERICA HOLDING COMPANY, INC.
(Registrant)
By /s/ Roger E. Tuttle
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Roger E. Tuttle, President
(Principal Executive Officer)
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EXHIBIT 16.1
LETTER REGARDING CHANGE IN CERTIFYING ACCOUNTANT
FROM ZELLER WEISS & KAHN, LLP
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ZELLER WEISS & KAHN, LLP
1084 ROUTE 22 WEST
MOUNTAINSIDE, NJ 07092
July 20, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Compost America Holding Company, Inc.
SEC File # 0-27832
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Dear Sirs:
We were previously engaged as principal accountants to audit the financial
statements of Compost America Holding Company, Inc. ("Registrant") for its
fiscal years ended April 30, 1996 and April 30, 1997. On July 20, 1998 we
resigned as the Registrant's accountants.
We agree with the statements made in response to Item 304 (a) of Regulation S-B
appearing in Item 4 of the Registrant's Form 8-K to which this letter is
attached as an exhibit.
Very truly yours,
/s/ Zeller Weiss & Kahn, LLP
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Zeller Weiss & Kahn, LLP
