Current Report Filing (8-k)

Date : 11/05/2015 @ 2:16PM
Source : Edgar (US Regulatory)
Stock : Aqua Power Systems Inc (PK) (APSI)
Quote : 0.003  0.0 (0.00%) @ 9:33PM

Current Report Filing (8-k)



Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) November 2, 2015


(Exact name of registrant as specified in its charter)


Nevada 333-183272 27-4213903
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)


2-7-17 Omorihoncho, Tokyo, Ota-ku, Japan 143-0011
(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code +81 3-5764-3380



(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 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))





Item 4.01 Changes in Registrant’s Certifying Accountant


(a) Previous independent registered public accounting firm


(i) On November 2, 2015, our company formally informed Liggett, Vogt & Webb, P.A. of their dismissal as our independent registered public accounting firm.


(ii) The reports of Liggett, Vogt & Webb, P.A. on our financial statements as of and for the fiscal years ended March 31, 2015 and 2014 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about our ability to continue as a going concern.


(iii) Our Board of Directors participated in and approved the decision to change independent registered public accounting firms.


(iv) During the fiscal years ended March 31, 2015 and 2014 and through the date of dismissal of November 2, 2015, there have been no disagreements with Liggett, Vogt & Webb, P.A. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction Liggett, Vogt & Webb, P.A. would have caused them to make reference thereto in connection with their report on the financial statements for such years.


(v) We have requested that Liggett, Vogt & Webb, P.A. furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements.  A copy of the letter provided by Liggett, Vogt & Webb, P.A. is filed as Exhibit 16.1 to this Current Report on Form 8-K.


(b) New independent registered public accounting firm


  (1) On November 2, 2015, our company engaged Peterson Sullivan LLP as its new independent registered public accounting firm.  During the two most recent fiscal years, our company had not consulted with Peterson Sullivan LLP regarding any of the following:


  (i) The application of accounting principles to a specific transaction, either completed or proposed;


  (ii) The type of audit opinion that might be rendered on our financial statements, and none of the following was provided to our company:  (a) a written report, or (b) oral advice that Peterson Sullivan LLP concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue; or
  (iii) Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.


Item 9.01 Financial Statements and Exhibits
16.1 Letter from Liggett, Vogt & Webb, P.A.




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.


/s/ Tadashi Ishikawa  
Tadashi Ishikawa  
President and Director  
Date: November 5, 2015  




Exhibit 16.1




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