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): March 18, 2009
INNER SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
New York 0-50490 11-3447096
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
11895 Byrd Drive, East Meadow, NY 11554
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 794-2179
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Not Applicable
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(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 (see General Instruction A.2. below):
|_| 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 Accountants
(a) On March 18, 2009, the Board of Directors of Inner Systems, Inc. ("IS" or
"Company") decided to engage Paritz & Co., Hackensack, NJ as independent
principal accountant and auditor to report on the Company's financial
statements for the fiscal year ended December 31, 2008, including
performing the required quarterly reviews.
In conjunction with the new engagement, the Company has dismissed its
former accountant, Marcum and Kliegman LLP, Melville, NY, as the Company's
principal accountant effective March 18, 2009. Marcum and Kliegman has
served the Company well since 2003. Under Item 304 of Regulation S-K, the
reason for the auditor change is dismissal, not resignation nor declining
to stand for re-election.
During the two most recent fiscal years and the interim period through the
date of the dismissal, there were no disagreements with Marcum and
Kliegman on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements,
if not resolved to Marcum and Kliegman's satisfaction, would have caused
Marcum and Kliegman to make reference to the subject matter of the
disagreements in connection with its reports.
During the two most recent fiscal years through the date of dismissal, the
reports of Marcum and Kliegman did not contain any adverse opinion or
disclaimer of opinion, or was modified as to uncertainty, audit scope, or
accounting principles other than the following:
1)The Report of Independent Registered Public Accounting Firm issued by
Marcum and Kliegman on April 11, 2007 with respect to the Company's
audited financial statements for the year ended December 31, 2006
contained the following statement:
"The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company is a development stage company and
has not yet begun operations nor have they begun to implement their
business plan. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements
do not include any disclosures that might result from the outcome of this
uncertainty."
2)The Report of Independent Registered Public Accounting Firm issued by
Marcum and Kliegman on April 15, 2008 with respect to the Company's
audited financial statements for the year ended December 31, 2007
contained the following statement:
"The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company is a development stage company and
has not yet begun operations nor have they begun to implement their
business plan. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements
do not include any disclosures that might result from the outcome of this
uncertainty."
3) Marcum and Kliegman have periodically communicated to the Company,
which the Company has reported in its filings with the U.S. Securities and
Exchange Commission, the existence of a material weakness in the Company's
internal controls over its financial reporting as a result of the
Company's complete dependence upon John M. Sharpe, Jr., who acts as both
chief executive officer and chief financial officer and the Company's lack
of staff with public accounting experience. The Company has acknowledged
this material weakness and concluded that, while such material weakness
exists, in light of the Company's financial situation and limited
operations, the risks associated with the dependence upon Mr. Sharpe as
compared to the potential benefits of adding new employees, does not
justify the expense that would need to be incurred to remedy this
situation.
During the two most recent fiscal years, there were no reportable events
(as defined in Regulation S-K Item 304(a)(1)(v)).
The Company requested that Marcum and Kliegman furnish it with a letter
addressed to the Securities and Exchange Commission ("SEC") stating
whether or not Marcum and Kliegman agreed with the above statements. A
copy of Marcum and Kliegman's letter to the SEC dated March 19, 2009 is
filed as an Exhibit to this Form 8-K.
(b) On March 18, 2009, the Company approved the engagement of Paritz & Co. as
the Company's new independent registered public accounting firm for the
fiscal year ending December 31, 2008. During the two most recent fiscal
years and the subsequent interim period through the date of the dismissal
of Marcum and Kliegman, the Company did not consult with Paritz & Co.
regarding any matters described in Item 304(a)(2)(i)or(ii) of Regulation
S-K.
Item 9.01. Financial Statements and Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit 16.1 Letter from Marcum and Kliegman dated March 19, 2009.
SIGNATURES
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.
INNER SYSTEMS, INC.
DATE: March 19, 2008 By: /s/ John M. Sharpe, Jr.
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John M. Sharpe, Jr.
President and Chief Executive Officer