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): July 28, 2009
ALPHA-EN
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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001-12885
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95-4622429
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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120 White Plains
Road
Tarrytown, New York
10591
(Address
of principal executive
office
including zip code)
914-631-5265
Recipient’s
telephone number, including area code
(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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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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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Effective
July 28, 2009, alpha-En Corporation (the “Company”) dismissed Raich Ende Malter
& Co. LLP (“Raich Ende”) as the Company’s independent registered public
accounting firm and appointed Most & Company, LLP (“MostCo”) as the
Company’s independent registered public accounting firm to provide audit
services for the Company. The decision to change accountants was approved by the
Company’s board of directors.
From
September 14, 2007 to July 28, 2009, the period of time that Raich Ende served
as the Company’s principal accountant, no reports were issued that: (i)
contained an adverse opinion or disclaimers of opinion and (ii) were
qualified or modified as to uncertainty, audit scope or accounting principles.
Raich Ende issued going concern opinions in connection with its audits of the
fiscal years ended December 31, 2008 and 2007, stating that, in Raich Ende’s
opinion, the Company will need additional working capital for its planned
activities and to service its debt, which raises substantial doubt about its
ability to continue as a going concern.
From
September 14, 2007 to July 28, 2009, there were no disagreements between the
Company and Raich Ende 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 Raich Ende, would have
caused Raich Ende to make reference to the subject matter of the disagreements
in connection with its reports on the Company’s financial statements during such
periods. None of the events described in Item 304(a)(1)(v) of Regulation S-K
occurred during the periods that Raich Ende served as the Company’s principal
accountant.
The
Company provided Raich Ende with a copy of this Current Report on Form 8-K prior
to its filing with the Securities and Exchange Commission (the “Commission”),
and requested that Raich Ende furnish the Company with a letter addressed to the
Commission stating whether it agrees with the statements made in this Current
Report on Form 8-K, and if not, stating the aspects with which it does not
agree. A copy of Raich Ende’s letter, dated July 28, 2009, is attached hereto as
Exhibit 16.1. By filing this letter as an exhibit as required by Commission
regulations, the Company is not necessarily indicating its agreement with the
statements contained therein.
During
the Company’s fiscal years ended December 31, 2008 and 2007, and
through July 28, 2009, the Company did not consult with MostCo regarding the
application of accounting principles to a specified transaction, or the type of
audit opinion that might be rendered on the Company’s financial statements and
no written or oral report was provided by MostCo that was a factor considered by
the Company in reaching a decision as to the accounting, auditing or financial
reporting issues, and the Company did not consult MostCo on or regarding any
matters set forth in Item 304(a)(2)(i) or (ii) 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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Number
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Description
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16.1
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Letter
regarding change in certifying accountant, dated July 28, 2009, from Raich
Ende Malter & Co.
LLP.
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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.
Date:
July 28, 2009
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ALPHA-EN
CORPORATION
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By:
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/s/
Jerome I. Feldman
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Title:
Chairman, Chief Financial Officer and
Treasurer
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