Current Report Filing (8-k)
May 20 2020 - 12:33PM
Edgar (US Regulatory)
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): May 13, 2020
ALPHA-EN
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
|
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001-12885
|
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95-4622429
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
|
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(IRS
Employer
Identification
No.)
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28
Wells Avenue, 2nd Floor
Yonkers,
New York 10701
(Address
of Principal Executive Offices)
(914)
418-2000
Registrant’s
telephone number, including area code
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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.01 per share
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2
of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
4.01. Changes in Registrant’s Certifying Accountant.
On
May 13, 2020, EisnerAmper LLP (“EisnerAmper”) resigned as the independent registered public accounting firm of alpha-En
Corporation (the “Company”).
EisnerAmper did not complete its audit of
the Company’s consolidated financial statements for the fiscal year ended December 31, 2019 as of the date of resignation.
From January 1, 2019 through the date of resignation, there were no disagreements with EisnerAmper on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to EisnerAmper’s
satisfaction, would have caused EisnerAmper to make reference to the subject matter of the disagreement in connection with its
reports.
From
January 1, 2019 through the date of EisnerAmper’s resignation, there were no reportable events within the meaning set forth
in Item 304(a)(1)(v) of Regulation S-K, except that EisnerAmper identified and subsequently advised the Company that the Company’s
internal control over financial reporting was ineffective due to the existence of material weaknesses in the Company’s internal
control over financial reporting. As disclosed in the Registrant’s Quarterly Reports on Form 10-Q for the periods ended
March 31, June 30, and September 30, 2019 there was found to be: (1) insufficient written policies and procedures to ensure correct
application of accounting and financial reporting; (2) insufficient segregation of duties, oversight of work performed and lack
of compensating controls; (3) ineffective control environment and insufficient documentary evidence of the performance of key
application control procedures; (4) inadequate controls surrounding related party transactions; (5) no proper evaluation of the
disclosure controls and procedures and internal control over financial reporting; (6) inadequate controls over Company arrangements
and contract management; and (7) ineffective information technology controls.
The
audit reports of EisnerAmper on the consolidated financial statements of the Company for each of the fiscal years ended December
31, 2018 and December 31, 2017 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles. The audit reports for the years ended December 31, 2018 and December
31, 2017 contained an explanatory paragraph disclosing the uncertainty regarding the Company’s ability to continue as a
going concern.
During
the Company’s fiscal years ended December 31, 2018, and 2017 there were no disagreements with EisnerAmper on any matter
of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to
EisnerAmper’s satisfaction, would have caused EisnerAmper to make reference to the subject matter of the disagreement in
connection with its reports.
During
the Company’s fiscal years ended December 31, 2018 and 2017, there were no reportable events within the meaning set forth
in Item 304(a)(1)(v) of Regulation S-K, except that EisnerAmper identified and subsequently advised the Company that the Company’s
internal control over financial reporting was ineffective due to the existence of the above mentioned material weaknesses in the
Company’s internal control over financial reporting, as disclosed in the Registrant’s Annual Reports on Form 10-K
for the years ended December 31, 2018 (with the 2018 Annual Report not identifying the material weakness of insufficient written
policies and procedures to ensure correct application of accounting and financial reporting) and December 31, 2017 (with the 2017
Annual Report not identifying the material weaknesses of ineffective information technology controls and ineffective control environment
and insufficient written policies and procedures to ensure correct application of accounting and financial reporting).
The
Company has provided EisnerAmper a copy of the disclosures in this Form 8-K and has requested that EisnerAmper furnish the Company
with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements
herein. A copy of such letter, which is dated May 19, 2020, is filed as Exhibit 16.1 to this Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
* Filed
herewith
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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ALPHA-EN CORPORATION
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Date:
May 20, 2020
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By:
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/s/
Sam Pitroda
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Sam
Pitroda
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Chief
Executive Officer
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Alpha En (CE) (USOTC:ALPE)
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