form8k-sep_2008.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report: September 3, 2008
(Date
of earliest event reported)
SYNERGX
SYSTEMS INC.
(Exact
name of registrant as specified in its charter)
Delaware 11-2941299
(State or other jurisdiction of incorporation) (I.R.S.
Employer Identification No.
or
organization)
209 Lafayette Drive, Syosset, New
York 11791
(Address of principal executive
offices) (Zip
code)
Issuer's
telephone number: (516)
433-4700
Not
Applicable
(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:
[ ]
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))
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Item
4.01.
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Changes
in Registrant's Certifying
Accountant.
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(a) Previous
Independent Accountants.
On
September 3, 2008, Synergx Systems Inc. (the “Company”) dismissed Marcum &
Kliegman LLP (“M&K”) as its principal accountants. The Company’s Audit
Committee and Board of Directors participated in and approved the decision to
change independent accountants.
M&K
audit reports on the consolidated financial statements of the Company and its
subsidiaries as of and for the fiscal years ended September 30, 2007 and 2006
(collectively, the “Financial Statements”) did not contain any adverse opinion
or disclaimer of opinion nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
In
connection with M&K’s audits for the two fiscal years ended September 30,
2007 and 2006 and the subsequent interim period through September 5, 2008, there
have been no disagreements with M&K on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of M&K, would have
caused it to make reference to the subject matter of the disagreements in
connection with its audit reports on the Financial Statements. Additionally,
during the two most recent fiscal years and through September 30, 2007, there
have been no reportable events, as such term is defined in Item 304(a)(1)(v) of
Registration S-K.
The
Company requested that M&K furnish to the Company a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated September 5, 2008, is filed as
Exhibit 16.1 to this Report.
(b) New
Independent Accountants.
On
September 5, 2008, the Company engaged Nussbaum Yates Berg & Wolpow, LLP
(“Nussbaum Yates”) as the Company’s new independent accountants to audit the
Company’s consolidated financial statements for the fiscal year ending September
30, 2008. The Audit Committee of the Company’s Board of Directors approved the
Company’s engagement of Nussbaum Yates.
During
the two most recent fiscal years and through September 5, 2008, the Company has
not consulted with Nussbaum Yates 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 Company’s financial
statements, and neither a written report nor oral advice was provided to the
Company that Nussbaum Yates concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was the subject of either a
disagreement (as defined in Item 304 (a)(1)(iv) of Regulation S-K or the related
instructions thereto) or a reportable event (as defined in Item 304 (a)(1)(v) of
Regulation S-K).
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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16.1
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Letter from Marcum & Kliegman LLP dated as of
September 5, 2008
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Pursuant
to the requirements of Section 13 or 15(d) 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.
SYNERGX SYSTEMS INC.
(Registrant)
By: /s/ JOHN A.
POSERINA
John A. Poserina,
Chief Financial Officer, Treasurer,
Secretary,
Vice President and
Director
(Principal Accounting and Financial
Officer)
Dated:
September 5, 2008
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Exhibit
No.
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Description
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16.1
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Letter from Marcum & Kliegman LLP dated as of
September 5, 2008
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