FORM 6K-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report Of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the period January 9, 2007
Commission File Number: 0-28542
ICTS International N.V.
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(Translation of registrant's name into English)
Biesbosch 225, 1181 JC Amstelveen, The Netherlands
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F ___X__ Form 40-F ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):______ ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _____ No ___X___
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
Item 4.01 Changes in Registrant's Certifying Accountant.
ICTS International N.V. ("the Company") appointed MHM Mahoney Cohen CPAs as the
Company's new auditor on January 8, 2009. The Company's audit committee approved
the engagement of the successor firm of MHM Mahoney Cohen CPAs. The Company was
notified that the shareholders of Mahoney Cohen & Company, CPA, P.C. ("MC"),
became shareholders of Mayer Hoffman McCann P.C pursuant to an asset purchase
agreement. The New York practice of Mayer Hoffman McCann P.C. now operates under
the name MHM Mahoney Cohen CPAs. MHM Mahoney Cohen is registered with the PCAOB
[See Exhibit 99 attached hereto and made a part hereof].
During the Company's two most recent fiscal years ended December 31, 2007 and
December 31, 2006, and through the date of this Current Report on this Form 6-K,
the Company did not consult with MHM Mahoney Cohen CPAs regarding any of the
matters or reportable events set forth in Item 304 (a)(2) (i) and (ii) of
Regulation S-K.
The audit reports of MC were based on the consolidated financial statements of
the Company as of and for the years ended December 31, 2007 and 2006 did not
contain an adverse opinion or a disclaimer of opinion, and were not qualified
except that both reports included emphasis paragraphs relating to an uncertainty
as to the Company's ability to continue as a going concern and regarding other
uncertainties.
In connection with the audits of the Company's consolidated financial statements
for each of the fiscal years ended December 31, 2007 and December 31, 2006 and
through the date of this Current Report on Form 6-K, there were (i.) no
disagreements between the Company and MC on any matters of accounting principles
or practices, financial statement disclosures, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of MC, would have
caused MC to make reference to the subject matter of the disagreement in their
reports on the Company's financial statements for such years or for any
reporting period since the Company's last fiscal year end and (ii) no reportable
events within the meaning set forth in Item 304 (a)(1)(v) of Regulation S-K were
noted, except in 2006 the Company reported material weaknesses as noted on Item
15 of Form 20-F for the year ended December 31, 2006 filed July 17, 2007. These
matters were remediated in 2007.
The Company has provided MC a copy of the disclosures in this Form 6-K and has
requested that MC furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not MC agrees with the Company's
statements in this Item 4.01. A copy of the letter dated April 17, 2009
furnished by MC in response to that request is filed as Exhibit 16 to this
Current Report on Form 6-K.
SIGNATURES
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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, thereunto duly authorized.
ICTS INTERNATIONAL N.V.
By: /s/ Avraham Dan
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Avraham Dan, Managing Director
Dated: April 17, 2009