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): July 24, 2008
ACIES
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Nevada 000-49724 91-2079553
(State Or
Other (Commission (IRS
Employer
Jurisdiction
Of File
Number) Identification
No.)
Incorporation)
14 Wall Street, Suite 1620,
New York, New York 10005
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (800)
361-5540
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):
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01.
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Changes
in Registrant’s Certifying
Accountant
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Effective
July 24, 2008, the client auditor relationship between Acies Corporation (the
"Company") and Amper, Politziner & Mattia, P.C. ("Amper") was terminated as
Amper resigned as the Company’s independent registered accounting
firm. Effective July 28, 2008, the Company engaged GBH CPAs, PC
("GBH"), as its principal independent public accountant for the fiscal years
ended March 31, 2008 and 2009. The decision to change accountants was
recommended, approved and ratified by the Company's Board of Directors effective
July 28, 2008.
Amper's
report on the financial statements of the Company for the fiscal year ended
March 31, 2007 did not contain any adverse opinion or disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope or accounting
principles.
During
the fiscal year ended March 31, 2007, and any subsequent interim periods ended
December 31, 2007, and through the date the relationship with Amper ceased,
there were no disagreements between Amper and the Company on a matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
Amper would have caused Amper to make reference to the subject matter of the
disagreement in connection with its report on the Company's financial
statements.
There
have been no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K
during the Company's fiscal year ended March 31, 2007, and any subsequent
interim periods ended December 31, 2007, and through the date the relationship
with Amper ceased.
The
Company has authorized Amper to respond fully to any inquiries of any new
auditors hired by the Company relating to their engagement as the Company's
independent accountant. The Company has requested that Amper review the
disclosure and Amper has been given an opportunity to furnish the Company with a
letter addressed to the Commission containing any new information, clarification
of the Company's expression of its views, or the respect in which it does not
agree with the statements made by the Company herein. Such letter is filed as an
exhibit to this Report.
Amper was
appointed as the Company’s independent auditor on December 18, 2006 after the
Company’s Audit Committee dismissed Malone & Bailey, PC (“Malone”) as the
Company’s independent auditor on that same date. In connection with the audit of
the Company's fiscal year ended March 31, 2006, and any later interim period,
including the interim period up to and including the date the relationship with
Malone ceased, there were no disagreements between Malone and the Company on a
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of Malone would have caused Malone to make reference to the subject
matter of the disagreement in connection with its report on the Company's
financial statements.
There
were no reportable events as provided in Item 304(a)(1)(v) of Regulation S-K
during the Company's fiscal year ended March 31, 2006, and any later interim
period, including the interim period up to and including the date the
relationship with Malone ceased.
The
Company has not previously consulted with GBH regarding either (i) the
application of accounting principles to a specific completed or contemplated
transaction; (ii) the type of audit opinion that might be rendered on the
Company's financial statements; or (iii) a reportable event (as provided in Item
Item 304(a)(1)(v) of Regulation S-K) during the Company's fiscal years ended
March 31, 2006 and March 31, 2007, and any later interim period, including the
interim period up to and including the date the relationship with Amper ceased
(however, certain of the current partners of GBH were employed by Malone
during the Company's engagement of Malone). GBH has reviewed the disclosure
required by Item 304 (a) before it was filed with the Commission and has been
provided an opportunity to furnish the Company with a letter addressed to the
Commission containing any new information, clarification of the Company's
expression of its views, or the respects in which it does not agree with the
statements made by the Company in response to Item 304 (a). GBH did not furnish
a letter to the Commission.
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Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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16.1*
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Letter
from Amper, Politziner & Mattia, P.C.
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*
Attached hereto.
SIGNATURE
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.
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ACIES
CORPORATION
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By:
/s/ Oleg
Firer
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Name: Oleg
Firer
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Title:
Chief Executive Officer
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Date: July
30, 2008