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ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

On December 1, 2006, we were informed by Squar, Milner, Miranda & Williamson, LLP (“Squar Milner”), our independent registered public accounting firm, as follows:

Squar Milner has consummated a merger with Peterson & Co., LLP (“Peterson”). Peterson, which is located in San Diego, California, is also registered with the Public Company Accounting Oversight Board (United States). As a result of the merger, Peterson was merged into Squar Milner, with Squar Milner being the surviving entity. The name of the post-merger firm has been changed to Squar, Milner, Peterson, Miranda & Williamson, LLP (“Squar Milner Peterson”).

We are filing this Form 8-K as notification that Squar Milner Peterson succeeds Squar Milner as our independent registered auditor.

Squar Milner’s reports on our consolidated financial statements as of and for the years ended January 31, 2006 and 2005 did not contain an adverse opinion or a disclaimer of opinion, however, Squar Milner’s report for the year ended January 31, 2006 contains an explanatory paragraph describing that upon adoption of REMEC Inc.’s plan of dissolution and liquidation by our shareholders, we changed from the going concern method to the liquidation basis of accounting.

During the two years preceding January 31, 2006 and the subsequent interim period preceding the change from Squar Milner to Squar Milner Peterson, there were no disagreements with Squar Milner 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 Squar Milner, would have caused them to make reference thereto in their reports on our consolidated financial statements.

Our Audit Committee, after considering the facts set forth in this report on Form 8-K, approved the continuing engagement of Squar Milner Peterson as our independent registered auditor.

We have provided Squar Milner Peterson with a copy of the foregoing disclosures. A copy of Squar Milner Peterson’s letter required by Item 304(a)(3) of Regulation S-K is included with this report.

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ITEM 9.01 EXHIBITS

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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