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 24, 2008
Aprecia,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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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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1177
High Ridge Road, Stamford, CT
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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:
(203) 321-1285
(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 (
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 Registrant’s Certifying Accountant.
(a) Previous
Independent Accountants.
Wolinetz,
Lafazan & Company, CPA's, P.C.
(“Wolinetz”)
was
previously the principal accountants for Aprecia, Inc. (the “Company”). On
September 24, 2008, the Company dismissed Wolinetz as its principal
accountants.
Except
as
set forth below, Wolinetz’s audit report (the “Report”)
on the
financial statements of the Company for the fiscal year ended June 30, 2007
(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 “the Company has incurred operating
losses since inception, has had no revenues and has not commenced planned
principal operations. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans regarding those
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.”
In
connection with Wolinetz’s audits for the two fiscal years ended June 30,
2007and the subsequent interim period through September 24, 2008, there
have been no disagreements with Wolinetz 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 Wolinetz, 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 September 24, 2008,
there have been no reportable events, as such term is defined in
Item 304(a)(1)(v) of Registration S-K.
The
Company has requested that Wolinetz furnish to the Company a letter addressed
to
the Securities and Exchange Commission stating whether or not it agrees with
the
above statements. A copy of such letter, dated October 2, 2008, is filed as
Exhibit 16.1 to this Report.
(b) New
Independent Accountants.
On
September 24, 2008, the Company engaged Michael
F. Albanese, CPA (“Albanese”) as
the
Company’s new independent accountants to audit the Company’s financial
statements for the fiscal year ending June 30, 2008.
During
the two most recent fiscal years and through September 24, 2008, 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 Albanese 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).
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
| 16.1 |
Letter
dated October 2, 2008 from Wolinetz,
Lafazan & Company, CPA's, P.C.
to
the Securities and Exchange
Commission
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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 3rd day of October
2008.
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Aprecia,
Inc.
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By: /s/
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Isidore
Sobkowski
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Isidore
Sobkowski, President, Chief Executive
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Officer
and Interim Chief Financial
Officer
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Exhibit No.
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Exhibit
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16.1
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Letter
dated October 2, 2008 from Wolinetz,
Lafazan & Company, CPA's, P.C.
to
the Securities and Exchange
Commission
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