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): March 19, 2015
______________
Clone Algo Technologies Inc.
(Exact name of Company as specified in its charter)
______________
| Nevada | 333-191443 | 46-2283813 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
3753 Howard Hughes Parkway, Suite 200,
Las Vegas, NV 89169-0952
(Address of principal executive offices) (Zip Code)
844-256-6325
Company’s telephone number, including area code
Not Applicable
(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 Company under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 4. Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Company's Certifying Accountant.
| (1) | Previous Independent Registered Public Accounting Firm | |
| (i) | On March 19, 2015, Clone Algo Technologies Inc. (the “Company”) dismissed its independent registered public accounting firm, LIGGETT, VOGT & WEBB, P.A. (“LVW”). | |
| (ii) | The reports of LVW on the financial statements of the Company as of July 31, 2014 and 2013, and the related statements of operations, comprehensive loss, changes in stockholders’ deficiency, and cash flows for the year then ended July 31, 2014 and for the period from March 7, 2013 (inception) to July 31, 2013 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph as to a going concern. | |
| (iii) | The decision to change the independent registered public accounting firm was recommended and approved by the Board of Directors of the Company. | |
| (iv) | During the Company’s two most recent fiscal years ended July 31, 2014 and 2013 and any subsequent interim periods through March 19, 2015, the date of dismissal, (a) there were no disagreements with LVW 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 LVW, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K. | |
| (v) | On March 19, 2015 the Company provided LVW with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K. | |
| (2) | New Independent Registered Public Accounting Firm | |
| On March 19, 2015, the Board of Directors of the Company engaged SIMON & EDWARD, LLP (“S&E”) as its new independent registered public accounting firm to audit and review the Company’s financial statements. During the two most recent fiscal years ended July 31, 2014 and 2013 and any subsequent interim periods through the date hereof prior to the engagement of S&E, neither the Company, nor someone on its behalf, has consulted S&E regarding: | ||
| (i) | either: 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 consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm 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 either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K. | |
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 16.1 | Letter from LIGGETT, VOGT & WEBB, P.A. addressed to the U.S. Securities and Exchange Commission |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CLONE ALGO TECHNOLOGIES INC. | ||
| Date: March 19, 2015 | By: | /s/ Nakul Gupta |
| Nakul Gupta | ||
|
|
Chief Executive Officer | |
Exhibit 16.1
March 19, 2015
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
RE: Clone Algo Technologies, Inc.
File Ref. No. 333-191443
We have read the statements of Clone Algo technologies, Inc. pertaining to our firm included under Item 4.01 of Form 8-K dated March 19, 2015 and agree with such statements as they pertain to our firm.
Regards,
/s/ LIGGETT, VOGT & WEBB, P.A.
Certified Public Accountants