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): October 22, 2013
| UNIVERSAL TECHNOLOGY SYSTEMS CORP. |
| (Exact name of registrant as specified in its charter) |
| Florida | | 333-187308 | | 46-1904002 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | 20 Trading Post Way Medford Lakes, NJ 08055 | |
| | (Address of Principal Executive Offices) | |
(former name or former address, if changed since last report)
Registrant’s telephone number, including area code: 609-654-8839
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:
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
On October 22, 2013, Board of Directors of Universal Technology Systems Corp. (the “Company”) approved to terminate Messineo & Co., CPAs LLC (“Messineo”) as the Company’s independent registered public accounting firm.
Concurrent with this action, Board of Directors of the Company ratified and approved the appointment of Malone Bailey, LLP (“Malone Bailey”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. Malone Bailey is located at 9801 Westheimer Road, Suite 1100, Houston, TX 77042.
The Company’s consolidated financial statements of the fiscal year ended January 31, 2013 were audited by Messineo’s reports on our financial statements, which did not contain an adverse opinion, a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. Messineo’s reports on our financial statements for the fiscal year ended January 31, 2013, however, stated that there is substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal year ended January 31, 2013 and through October 22, 2013, (a) there were no disagreements with Messineo on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Messineo, would have caused it to make reference to the subject matter of the disagreement in connection with its report 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.
The Company has provided Messineo with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested Messineo to furnish a letter addressed to the SEC stating whether it agrees with the statements made above. To be filed herewith as Exhibit 16.1 is a copy of Messineo's letter to the SEC, dated October 30, 2013.
During the period the Company engaged Messineo, neither the Company nor anyone on the Company's behalf consulted with Malone Bailey regarding either (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company's financial statements or (ii) any matter that was either the subject of a disagreement or a reportable event.
The Company has authorized Messineo to respond fully to all inquiries of Malone Bailey.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number | | Description |
| | | |
| 16.1 | | Letter dated October 30, 2013 from Messineo & Co., CPAs LLC to the Securities and Exchange Commission. |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Universal Technology Systems Corp. |
| | | | |
| Date: October 30, 2013 | By: | /s/ Robert J. Fasnacht | |
| | | Name: Robert J. Fasnacht | |
| | | Title: President and Chief Operating Officer | |
