UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant to
Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 1,
2010
ALLIED SECURITY INNOVATIONS,
INC.
(Exact name of registrant as specified in its charter)
Delaware
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0-26604
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23-2770048
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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1709 Route 34, Suite 2
Farmingdale, New Jersey 08750
(Address of
principal executive offices)
(732) 359-0260
(Registrant's
telephone number, including area code)
1709 Route 34, Suite 2
Farmingdale, New Jersey 08750
(Former name or
address, if changed since last report)
Copies to:
Louis A. Brilleman, Esq.
110 Wall Street, 11
th
Floor
New York, New York 10005
Phone: (212) 709-8210
Fax: (212) 943-2300
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.
Allied Security Innovations, Inc. (the “Company”) was notified that the
audit practice of Bagell, Josephs, Levine & Company, LLC, the Company’s
independent registered public accounting firm (the “Former Accountant”), was
combined with Friedman LLP (“New Accountant”) on January 1, 2010. As
of the same date, the Former Accountant resigned as the independent registered
public accounting firm of the Company and, with the approval of the Company’s
Board of Directors, the New Accountant was engaged to be the Company’s
independent registered public accounting firm.
The Former Accountant’s
report on the financial statements for the years ended December 31, 2008 and
2007 were not subject to an adverse or qualified opinion or a disclaimer of
opinion and were not modified as to audit scope or accounting principles.
However, the Former Accountant’s report on the financial statements for the
years ended December 31, 2008 and 2007 contained an explanatory paragraph which
noted that there was substantial doubt about Company’s ability to continue as a
“Going Concern” due to recurring net losses, a working capital deficiency
and negative cash flows from operations.
During the two years ended
December 31, 2008, and from December 31, 2008 through the January 1, 2010, there
were no reportable events as the term is described in Item
304(a)(1)(iv) of Regulation S-K.
From the date the Company
retained the Former Accountant on January 4, 2007 through the date of
resignation , there were no disagreements with the Former Accountant on any
matters of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the satisfaction of the
Former Accountant would have caused it to make reference to the subject matter
of the disagreements in connection with its reports on these financial
statements for those periods.
During the two most recent
fiscal years through the date of engagement, the Company did not consult with
the New Accountant regarding the application of accounting principles to a
specific transaction, either completed or proposed, or the type of audit opinion
that might be rendered on the Company's financial statements, and no written or
oral advice was provided by the New Accountant that was a factor considered by
the Company in reaching a decision as to the accounting, auditing or financial
reporting issues.
The Company has requested
that the Former Accountant furnish it with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the above statements. The
requested letter is attached as Exhibit 16.1 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(a) Financial statements
of business acquired.
Not
applicable.
(b) Pro forma financial
information.
Not
applicable.
(c) Exhibits
Exhibit
Number
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Description
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16.1
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Letter from Former
Accountant
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SIGNATURES
Pursuant to the
requirements of the Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Allied
Security Innovations Inc.
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January
29, 2010
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By:
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/s/
Michael
Pellegrino
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Michael
Pellegrino
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Chief Financial
Officer
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