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)
|
March
29, 2007 |
|
PubliCARD,
Inc.
|
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
|
Pennsylvania
|
001-03315
|
23-0991870
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
|
Seventy Five Rockefeller Plaza, 16th Floor, New York, NY
|
|
10019
|
|
(Address of Principal Executive Offices)
|
|
(Zip
Code)
|
| Registrant's
telephone number, including area code |
|
[(212)
265-7013]
|
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):
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
4.01 Changes in Registrants Certifying Accountant.
On
March 29, 2007, Deloitte & Touche, LLP (“Deloitte”) notified PubliCARD, Inc.
(the “Company”) and its Audit Committee that Deloitte declined to stand for
re-election as the Company’s independent registered public accounting firm after
the completion of the current audit. Upon completion of the audit services,
the
Company will file an amendment to this Form 8-K with the specific date of
resignation of Deloitte and an update of the disclosures required by Item
304(a)(1)(iv) and (v) of Regulation S-K through this date.
There
were no disagreements between the Company and Deloitte on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, during the two fiscal years of the Company ended December
31, 2005 and 2004, and during the subsequent period through March 29, 2007,
which disagreements, if not resolved to Deloitte’s satisfaction, would have
caused Deloitte to make reference to the subject matter of the disagreement
in
connection with its report issued in connection with the audit of the Company’s
financial statements.
No
"reportable events," as that term is defined under Item 304(a)(1)(iv) of
Regulation S-K, occurred within the two fiscal years of the Company ended
December 31, 2005 and 2004, and during the subsequent period through March
29,
2007 The audit report of Deloitte on the financial statements of the Company
for
the years ended December 31, 2005 and 2004, did not contain any adverse opinion
or disclaimer of opinion, and such audit report was not qualified or modified
as
to uncertainty (except that such report includes an explanatory paragraph
regarding substantial doubt about the Company’s ability to continue as a going
concern), audit scope or accounting principles.
The
Company provided Deloitte with a copy of the foregoing disclosures prior to
the
date of filing this Current Report on Form 8-K and requested that Deloitte
furnish a letter addressed to the Securities and Exchange Commission (“SEC”)
stating whether it agrees with the statements made by the Company herein. A
copy
of the letter from Deloitte addressed to the SEC dated April 3, 2007 is filed
as
Exhibit 16.1 to this Current Report on Form 8-K.
The
Company is currently engaged in discussions with independent auditing firms
to
replace Deloitte and to serve as the Company's independent registered accounting
firm. The engagement of a new independent registered public accounting firm
will
be approved by the Audit Committee of the Board of Directors.
(d) Exhibits.
16.1 Letter
from Deloitte & Touche, LLP dated April 3, 2007
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.
| |
|
PubliCARD,
Inc. |
|
|
Registrant
|
| |
|
|
| Date: April
3, 2007 |
By: |
/s/
Joseph A. Sarachek |
| |
Joseph A. Sarachek, President, |
| |
Chief
Executive Officer |
EXHIBIT
INDEX
| Exhibit |
|
|
|
| Number |
|
Description |
|
| 16.1 |
|
Letter from Deloitte & Touche, LLP
dated April 3, 2007 |