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) September 30, 1999
Danzer Corporation
(Exact name of issuer as specified in its charter)
New York 0-17430 13-3431486
(State or other jurisdiction (Commission File (I.R.S.Employer
of incorporation) Number) Identification No.)
17500 York Road, Hagerstown, MD 21740
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code: (301) 582-2000
Global Environmental Corporation
(Former name, former address and former fiscal year,
if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
Effective September 30, 1999, Danzer Corporation (the "Company")
appointed Linton, Shafer & Company, P.A. as its independent auditors for the
fiscal year ending October 31, 1999, to replace the firm of Rudolph Palitz LLP,
who was dismissed as auditors of the Company contemporaneously therewith and has
been asked to furnish a letter to the Securities & Exchange Commission to the
effect that it has no material disagreements with the statements made in this
Item 4.
Management represents as follows:
(a) There have been no disputes between management and the
auditors and the auditors' reports contained no adverse opinion or
disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope, or accounting principles.
(b) The decision to change accountants from Rudolph Palitz LLP
(the "Accountant") to Linton, Shafer & Co has been approved by the
Company's Board of Directors
(c) During the registrant's two most recent fiscal years and
any subsequent interim period, there were no disagreements with the
Accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. The
registrant has authorized the Accountant to respond fully to the
inquiries of the successor accountant.
(d) The Accountant expressed no disagreement or difference of
opinion regarding any "reportable" event as that term is defined in
Item 304(a)(1)(v) of Regulation S-K, including but not limited to:
(i) except as indicated in (f) below, the Accountant
has not advised the registrant that the internal controls
necessary for the registrant to develop reliable financial
statements do not exist;
(ii) the Accountant has not advised the registrant
that information has come to the Accountant's attention that
has led it to no longer be able to rely on management's
representations, or that has made it unwilling to be
associated with the financial statements prepared by
management;
(iii) the Accountant has not advised the registrant
of the need to expand significantly the scope of its audit, or
notified the registrant that information has come to the
Accountant's attention that if further investigated may (A)
materially impact the fairness or reliability of either: a
previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the
most recent financial statements covered by an audit report
(including information that may prevent it from rendering an
unqualified audit report on those financial statements), or
(B) cause it to be unwilling to rely on management's
representations or be associated with the registrant's
financial statements, and due to the Accountant's resignation
(due to audit scope limitations or otherwise) or dismissal, or
for any other reason, the Accountant did not so expand the
scope of its audit or conduct such further investigation;
(iv) the Accountant has not advised the registrant
that information has come to the Accountant's attention that
it has concluded materially impacts the fairness or
reliability of either (A) a previously issued audit report or
the underlying financial statements, or (B) the financial
statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent financial
statements covered by an audit report (including information
that, unless resolved to the Accountant's satisfaction, would
prevent it from rendering an unqualified audit report on those
financial statements), and due to the Accountant's
resignation, or for any other reason, the issue has not been
resolved to the Accountant's satisfaction prior to its
resignation.
(e) During the last two fiscal years and prior to September
30, 1999, neither the registrant nor anyone acting on behalf of the
registrant consulted with Linton, Shafer & Company, P.A. regarding (i)
<PAGE>
either: 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 registrant=s financial statements, and
either a written report was provided to the registrant or oral advice
was provided that Linton, Shafer & Company, P.A. concluded was an
important factor considered by the registrant in reaching a decision as
to the accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement (as defined in
paragraph 304(a)(1)(iv) and the related instructions to such item) or a
reportable event (as described in paragraph 304(a)(1)(v).
(f) The Accountant indicated in its management letter to the
Company's Board of Directors for fiscal 1997 that it had "noted
numerous general ledger accounts (for example, cash fixed assets,
accruals, intercompany accounts, etc.) had not been reviewed or
analyzed during the year. This resulted in material errors in the
accounting records, year-end adjustments and numerous delays in
completing the annual audit. Many of these errors were not detected
during the year because accounts were not reconciled and analyzed on a
timely basis. The failure to analyze and reconcile accounts each month
causes delay in closing the accounting records, inaccurate monthly
financial statements and, possibly, inadequate quarterly filings by the
Company on Forms 10-Q.
"We recommend that all significant general ledger accounts be
reviewed monthly. Management should develop a priority list for each
monthly closing and assign responsibilities to the appropriate
employees. This will strengthen the monthly financial reporting and
provide timely and accurate financial results. In addition, the
Company's CFO should review and approve accounting reconciliations on a
monthly basis."
The letter continued: "The Company's failure to review,
analyze and reconcile various general ledger accounts during the year
as described above, resulted in a substantial delay in the Company's
year-end closing and preparation of financial statements. Consequently,
the Company was unable to meet its deadline or extension for filing its
financial statements with the Securities and Exchange Commission
("SEC").
"We strongly recommend that the Company strengthen its monthly
financial reporting in order to ensure that a late filing does not
occur in the future. The Company should consider hiring additional
accounting personnel to assist in this process."
The Accountant's management's letter for 1998 repeated the
above comment and added the following: In addition, the Company did not
make timely quarterly filings of 10-Q throughout 1998 as required by
the SEC.
The Company identified significant general accounts that it
deems critical to accurate financial statements and has begun to
reconcile on a monthly basis. In addition, the Company now reviews
accruals on a quarterly basis.
(g) The registrant has provided the Accountant with a copy of
the disclosures it is making in response to Item 304(a) of Regulation
S-K. The registrant has requested that the Accountant furnish the
registrant with a letter addressed to the Commission stating whether it
agrees with the statements made by the registrant. The Company has
appended such letter hereto as Exhibit 16.
Item 7. Financial Statements and Exhibits.
Exhibit 16. Letter re change in certifying accountant.
<PAGE>
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, thereby
duly authorized.
Date: October 6, 1999
Danzer Corporation
/s/ Terry Moore
--------------------------------
Terry Moore, Vice President and
Chief Financial Officer
[Letterhead of Rudolph, Palitz LLC]
October 6, 1999
Office of Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K, dated September 30, 1999 of Danzer
Corporation (formerly Global Environmental Corporation) filed with the
Securities and Exchange Commission and are in agreement with statements
contained therein.
Very truly yours,
/s/ Rudolph, Palitz LLC
Rudolph, Palitz LLC
cc: Mr. Terry Moore, CFO and VP
Danzer Corporation
