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): February 14, 2006
Aftersoft Group, Inc.
(Exact name of registrant as specified in its charter)
0-27083
(Commission File Number)
Delaware 84-1108035
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
Savannah House 5th Floor, 11 Charles II Street,
London, SW1Y 4QU (Address of principal executive offices) (Zip Code)
+44 207 451 2468
Registrant's telephone number, including area code
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)
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On February 14, 2006, the Registrant was informed in writing that its
independent accountant, Donahue Associates, LLC.("Donahue") had resigned
effective February 14th, 2006. The Registrant's Board of Directors has accepted
the resignation of Donahue and has appointed Corbin & Company LLP ("Corbin") as
its independent accountant from December 20, 2005. Corbin will perform the
annual audit of Registrant's financial statements for the year ended June 30,
2006.
In connection with Donahue's services to the Company, in the fiscal year ended
December 31, 2004, Donahue prepared a report dated March 25,2005 on the
Company's financial statements for the fiscal year ended December 31, 2004 and
2003. The report did not contain an adverse opinion or disclaimer of accounting
principles. The opinion was qualified, however, as to the Company's ability to
sustain itself as a going concern without securing additional funding. As
required by Item 304(a)(1)(iv)(A) the Company can confirm that during the most
recent two fiscal years and the subsequent interim periods through February 14,
2006, there were no disagreements with Donahue Associates, LLC, on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved to the
satisfaction of Donahue would have caused Donahue to make reference thereto in
Donahue's report on the financial statements for such period.
The Company provided Donahue with a copy of the foregoing disclosures and
requested that Donahue furnish a letter addressed to the Securities and Exchange
Commission stating whether or not Donahue agrees with the above statements.
During the two most recent fiscal years and through December 20, 2005, the
Company has not consulted with Corbin 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 was provided to the Company or oral
advice was provided that Corbin 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 either the subject of a
disagreement, or a reportable event.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT NUMBER DESCRIPTION
16.1 Letter from Donahue to the Securities and Exchange Commission dated
February 14 , 2006.
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.
Aftersoft Group, INC.
(Registrant)
Date : February 14, 2006 s.s. Ian Warwick
------------------
Ian Warwick President
(Officer duly authorized to sign
this report)