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): January 1, 2010
ALLIED
SECURITY INNOVATIONS, INC.
(Exact
name of registrant as specified in its charter)
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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 dismissal, 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.
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
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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
21, 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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