f8k101309_aprecia.htm
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): October 13, 2009
Aprecia,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-51968
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20-4378866
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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9
Dolson Road, Monsey, New York
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10952
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (972) 3-641-8223
1177
High Ridge Road, Stamford, CT
(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:
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))
SECTION
1. Registrant’s Business and Operations
None
SECTION
2. Financial Information
None
SECTION
3. Securities and Trading Markets
None
SECTION
4. Matters Related to Accountants and Financial
Statements
Item 4.01
Changes in Registrant’s Certifying Accountant.
(a) Previous
Independent Accountants.
Michael
F. Albanese, C.P.A. (“Albanese”) was previously the
principal accountants for Aprecia, Inc. (the “Company”). Effective October 13,
2009, the Company dismissed Albanese as its principal accountant.
Except as
set forth below, Albanese’s audit report (the “Report”) on the financial
statements of the Company for the fiscal year ended June 30, 2008 (the
“Financial Statements”) did not contain any adverse opinion or disclaimer of
opinion nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.
The
Report noted that “As discussed in Note 2 to the financial statements, the
Company’s significant net losses raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that
might result from the outcome of this uncertainty.”
In
connection with Albanese’s audits for the fiscal year ended June 30, 2008 and
the subsequent interim period through October 13, 2009, there have been no
disagreements with Albanese 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 Albanese, would have
caused it to make reference to the subject matter of the disagreements in
connection with its audit reports on the Financial Statements. Additionally,
during the two most recent fiscal years and through October 13, 2009, there have
been no reportable events, as such term is defined in Item 304(a)(1)(v) of
Registration S-K.
The
Company has provided Albanese with a copy of this Current Report on Form 8-K,
and requested that Albanese furnish to the Company a letter addressed to the
Securities and Exchange Commission stating whether or not he agrees with the
above statements. A copy of such letter, dated October 14, 2009 is filed as
Exhibit 16.1 to this Report.
(b) New
Independent Accountants.
Effective
October 13, 2009, the Company engaged Li & Company, PC (“Li & Company”)
as the Company’s new independent accountants to audit the Company’s financial
statements for the fiscal year ending June 30, 2009.
During
the two most recent fiscal years and through October 13, 2009, the Company has
not consulted with Albanese 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, and neither a written report nor oral advice was provided to the
Company that LI & Company concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was the subject of either a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K or
the related instructions thereto) or a reportable event (as defined in
Item 304(a)(1)(v) of Regulation S-K).
SECTION
5. Corporate Governance and Management
None
SECTION
6. [Reserved]
None
None
SECTION
8. Other Events
None
SECTION
9. Financial Statements and Exhibits
Item 9.01.
Financial Statements
and Exhibits.
Exhibit
No. Description
16.1 Letter
dated October 14, 2009 from
Michael F. Albanese, C.P.A. to the Securities and Exchange
Commission.
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized on this 19 th day of October
2009.
Aprecia,
Inc.
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By:
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/s/ Issac On
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Issac
On, President, Chief Executive
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Officer
and Interim Chief Financial Officer
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EXHIBIT
INDEX
Exhibit No. Description
16.1 Letter
dated October 14, 2009 from Michael F. Albanese, C.P.A. to the Securities
and
Exchange Commission