UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 3, 2003
AEGIS ASSESSMENTS, INC.
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(Exact name of small business issuer as specified in its charter)
Commission file number: 000-50231
Delaware 72-1525702
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4100 Newport Place, Suite 660, Newport Beach, CA 92660
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(Address of principal executive offices)
877.718.7599
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(Issuer's telephone number)
1
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 3, 2003, Aegis Assessments, Inc., a Delaware corporation (the
"Registrant") determined to dismiss its independent auditors, Stonefield
Josephson, Inc., and to engage the services of Kelly & Company as its new
independent auditors. The change in auditors will become effective immediately.
During the most recent period since inception from January 16, 2002 to July 31,
2002 and through June 3, 2003, the Registrant has not consulted with Kelly &
Company regarding either (i) the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Registrant's financial statements, and
neither a written report was provided to the Registrant nor oral advice was
provided that Kelly & Company concluded was an important factor considered by
the Registrant in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was the subject of a
disagreement, as the term is defined in Item 304(a)(1)(iv) of Regulation S-B and
the related instructions to Item 304 of Regulation S-B.
During the most recent fiscal year ending July 31, 2002, and the subsequent
interim period through January 31, 2003, and through June 3, 2003, there were no
disagreements between the Registrant and Stonefield Josephson, Inc. on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope and procedure, which disagreements, if not resolved to Stonefield
Josephson, Inc.'s satisfaction, would have caused Stonefield Josephson, Inc. to
make reference to the subject matter of the disagreement in connection with its
reports. However these reports did contain an explanatory paragraph discussing
matters that raised substantial doubt as to the Company's ability to continue as
a going concern.
The decision to change accountants was approved by a quorum of the board of
directors of the Registrant upon the recommendation of its officers. None of the
reportable events, items, or circumstances listed in Item 304(a)(2) of
Regulation S-B occurred during the most recent fiscal year ending July 31, 2002,
or during the subsequent interim period through January 1, 2003.
Pursuant to Item 304(a)(3) of Regulation S-B, the Registrant has requested
Stonefield Josephson, Inc. to review the disclosure in this Item 4 and has
requested from Stonefield Josephson, Inc. a letter addressed to the Commission
stating whether it agrees with the statements by the Registrant made in this
Item 4 and whether Stonefield Josephson, Inc. has any new information or
clarification of the statements made by the Registrant under this Item 4. A copy
of such letter shall be filed as an exhibit to an amendment to this Form 8-K
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
INDEX TO EXHIBITS
16.1 Letter from Stonefield Josephson, Inc., certified public accountants, to
the Securities and Exchange Commission dated June 12, 2003.
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 thereunto duly authorized.
Date: June 13, 2003
Aegis Assessments, Inc.
/s/ Richard Reincke
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Richard Reincke
Secretary and Chief Operating Officer