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): May 31,
2013
ARKADOS GROUP, INC.
(Exact name of registrant as specified in
its charter)
| Delaware |
0-27587 |
22-3586087 |
| (State of Incorporation) |
(Commission File Number) |
(IRS Employer Identification
No.) |
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211 Warren Street, Suite 320
Newark, New Jersey 07103
(Address of Principal Executive Offices)
(862) 373-1988
(Registrant's telephone number, including
area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))I |
| Form 8-K 5-31-13 (Change of Auditors) | 1 | |
Item 4.01 Changes
in Registrant's Certifying Accountant.
As of May 31, 2013 (the “Effective
Date”), and following completion of the sale of substantially all of the assets of the Company to STMicroelectronics,
Inc., a Delaware corporation (as reported on Form 8-K filed with the Securities and Exchange Commission
on July 12, 2011), the Company terminated its relationship with its auditors, Sherb & Co., LLP (“Sherb”). Other
than notification of inability to file timely reports, the Company has not filed any reports with the Securities and Exchange Commission
since that time.
Effective May 31, 2013, the Company
has retained Liggett, Vogt & Webb P.A. (“LVW”) as its auditors. The Board of
Directors recommended and authorized the change.
Sherb's reports through May 31, 2010
(the date of the Company’s most recently filed 10-K) contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting principle except for an explanatory paragraph related to
an uncertainty regarding the Company’s ability to continue as a going concern. There were no disagreements
with Sherb as to any matter of accounting principle or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Arkados, would have caused them to make reference thereto in
their reports on the financial statements.
We have provided to Sherb a copy of the disclosures made in
this Form 8-K and requested that Sherb furnish us with a letter addressed to the Securities and Exchange Commission stating whether
or not they agree with the above statements in this item relating to the relationship with Sherb and if not, stating the respects
in which it does not agree.
Sherb's letter to the Securities and Exchange Commission is
attached as an exhibit to this Current Report on Form 8-K in accordance with Item 304(a)(3)of Regulation S-B.
During the two most recent fiscal years and through the Effective
Date, the Company has not consulted with LVW on any matter that (i) involved 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, in each case where a written report was provided or oral advice was provided that LVW concluded was an important factor
considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) was either
the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
ITEM 9.01 EXHIBITS
The following exhibits are filed herewith:
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EXHIBIT NO. |
DESCRIPTION |
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16 |
Prior Auditors Consent letter |
| Form 8-K 5-31-13 (Change of Auditors) | 2 | |
SIGNATURE
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.
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ARKADOS GROUP, INC. |
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| Date: June 6, 2013 |
By: |
/s/ Terrence DeFranco |
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Terrrence DeFranco |
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|
Chief Executive Officer |
| Form 8-K 5-31-13 (Change of Auditors) | 3 | |
