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 16, 2014
QSGI INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation) |
001-32620
(Commission File Number) |
13-2599131
(IRS Employer Identification Number) |
1721
Donna Road, West Palm Beach, FL 33409
(Address of Principal Executive Office)
|
Registrant’s
telephone number, including area code: (561) 629-5713 |
|
|
|
|
|
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:
[ ] 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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes
in Registrant’s Certifying Accountant.
Effective May 27, 2014, the Board of Directors of QSGI,
Inc. had engaged D’Arelli Pruzansky, P.A. as its Independent Registered Public Accountant to audit QSGI’s financial
statements for the fiscal year ended December 31, 2011 and for subsequent periods. However, prior to engaging in any work for QSGI,
Inc. D’Arelli Pruzansky, P. A., by letter dated July 31, 2014 to the Chief Accountant of the Securities and Exchange Commission,
ended its client-auditor relationship with QSGI, Inc. on the same day that the Securities and Exchange Commission issued a press
release indicating its intent to pursue administrative action against the Company’s Chief Executive Officer for reporting
deficiencies in 2008. D’Arelli Pruzansky, P.A.’s August 7, 2014 letter is attached as an exhibit to this report as
Exhibit 16.1.
Effective August 6, 2014, the Board of Directors of
QSGI, Inc. (“QSGI” or the “Registrant”) engaged RBSM LLP as the Independent Registered Public Accountant
to audit QSGI’s financial statements for the fiscal year ended December 31, 2011 and subsequent time periods. During the
two most recent fiscal years and any subsequent period, QSGI did not consult with RBSM LLP or any of its members about the application
of accounting principles to any specified transaction or any other matter. During the Registrant’s most recent audited fiscal
year ended December 31, 2010, Morison Cogen LLP served as the Independent Registered Public Accountant to QSGI and reviewed QSGI’s
financial statements for the first quarter ended March 31, 2011 and second quarter ended June 30, 2011. A decision to change accountants
was approved by the Board of Directors of QSGI and based on economic factors.
During the Registrant’s two most recent audited
fiscal years ended December 31, 2009 and December 31, 2010 and subsequent interim periods, there were no disagreements between
the Registrant and Morison Cogen LLP concerning any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure which disagreements, if not resolved to Morison Cogen LLP’s satisfaction would have caused
them to make a reference to the subject matter of the disagreements in connection with their reports; there were no reportable
events as described in Item 304(a)(1)(v) of Regulation S-K.
Morison Cogen LLP’s report dated February 15,
2012 on QSGI’s financial statements for the fiscal year ended December 31, 2010 did not contain an adverse opinion or disclaimer
of opinion, and were not qualified or modified as to audit scope or accounting principles, except that the reports contained an
explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.
QSGI provided Morison Cogen LLP with a copy of the
foregoing disclosures and requested from Morison Cogen LLP a letter addressed to the Commission stating whether Morison Cogen
LLP agrees with the statements made by QSGI in response to Item 304(a) of Regulation S-K and, if not, stating the respects in
which it does not agree. Such letter was attached as an Exhibit to the 8K filed by QSGI, Inc. on May 27, 2014.
Item 5.02 Departure of Directors or Certain Officers;
Election of Director; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 6, 2014, QSGI, Inc. accepted the resignation
of David Meynarez as Chief Financial Officer and a Director of QSGI, Inc. tendered originally on July 16, 2014. Mr. Meynarez has
advised QSGI, Inc. that he has taken a position with another company.
QSGI, Inc. will commence efforts to employ a successor
Chief Financial Officer and in the interim will rely upon an outside accounting firm to provide internal financial support to
RBSM LLP in order to come current with respect to all required SEC filings.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following documents are filed as exhibits to this
Report:
Exhibit Designation |
Description of Exhibit |
16.1 |
Letter dated August 7, 2014 addressed to the Securities and Exchange Commission from D’Arelli Pruzansky, P.A. |
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.
Date: August 7, 2014 |
QSGI INC. |
|
By: /s/ Marc Sherman
Marc Sherman
Chairman of the Board
|
EXHIBIT 16.1
D'Arelli
Pruzansky, P.A.
7280
W. Palmetto Park Road, Suite 308
Boca Raton, Florida 33433
August
7, 2014
Securities
and Exchange Commission
100
F Street, N.W.
Washington,
DC 20549-7561
Dear
Sirs/Madams:
We
have read Item 4.01 of the QSGI, Inc. (the "Company") Form 8-K dated August 7, 2014, and are in agreement with the statements
relating only to D'Arelli Pruzansky, P.A. contained therein. We have no basis to agree or disagree with other statements of the
Company contained therein.
Very
truly yours,
/s/
D'Arelli Pruzansky, P.A.