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 10, 2005
AEGIS ASSESSMENTS, INC.
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(Exact name of small business issuer as specified in its charter)
Commission file number
Delaware 72-1525702
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7975 N. Hayden Road, Suite D363, Scottsdale, AZ 85258
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(Address of principal executive offices)
480.778.9140
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(Issuer's telephone number)
ITEM 4.01 Change in Registrant's Certifying Accountant
Effective March 10, 2005, the Company decided to replace Hein & Associates, LLP,
which audited the Company's financial statements for the fiscal year ended July
31, 2004, with Mantyla McReynolds LLC to act as the Company's independent
auditors. The reports of Hein & Associates, LLP for that fiscal year did not
contain an adverse opinion, or disclaimer of opinion and were not qualified or
modified as to audit scope or accounting principles. However, the report of Hein
& Associates, LLP for that fiscal year was qualified with respect to uncertainty
as to the Company's ability to continue as a going concern. During the Company's
most recent fiscal year and subsequent interim periods there were no
disagreements with Hein & Associates, LLP on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Hein & Associates,
LLP would have caused it to make reference to such disagreements in its reports,
however as discussed below there was auditing procedure that Hein & Associates
LLP had requested and completion of this procedure was unresolved at the time of
the change in the Company's certifying accountants.
Hein had advised the Company that they would require as part of their auditing
procedures that we prepare a letter to the Chief Accountant's Office of the
Securities and Exchange Commission (SEC) prepared in accordance with SEC
guidelines for such inquiries, which would describe the transactions and the
company's basis for its accounting treatment. At the time of Hein's termination
a draft of the letter had been initially prepared by the Company. Hein had not
completed their review of our letter. Without completion of their review and
concurrence of the SEC, the matter was considered by Hein unresolved at the time
of termination. The Company has not submitted any inquiry into the SEC and we
have turned the procedure to determine the correct accounting treatment of the
transactions over to Mantyla McReynolds for completion.
The change in the Company's auditors was recommended and approved by the board
of directors of the Company.
During the two most recent fiscal years, the Company did not consult with
Manytla McReynolds LLC regarding the type of audit opinion that might be
rendered on the Company's financial statements, or any matter that was the
subject of a disagreement or a reportable event as defined in the regulations of
the Securities and Exchange Commission.
Hein & Associates, LLP has reviewed the disclosures contained in this 8-K
report. The Company has requested Hein & Associates, LLP furnish the Company
with a letter addressed to the Securities and Exchange Commission indicating if
it agrees with our disclosure or providing any new information, clarifying the
Company's disclosures herein, or stating any reason why Hein & Associates, LLP
does not agree with any statements made by the Company in this report.
ITEM 9.01. Financial Statements and Exhibits
9.01(c) INDEX TO EXHIBITS
Exhibit 16.1 Letter from Hein & Associates LLP, certified public accountants,
to the Securities and Exchange Commission dated March 14, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 14, 2005
Aegis Assessments, Inc.
/s/ Richard Reincke
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Richard Reincke
President