Attached files
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| EX-16.1 - LETTER - Clone Algo Inc. | f8k042414ex16i_clonealgo.htm |
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): April 24, 2014
Clone Algo Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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000-54083
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27-3183663
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(State of other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1 Changi North Street 1, Singapore 489789
(Address of principal executive office)
+(65) 8688 5566
(Registrant's telephone number, including area code)
n/a
(Former name, former address and former fiscal year, 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))
Item 3.02 Unregistered Sales of Equity Securities.
On April 30, 2014, Clone Algo Inc. (the “Company”) sold 2,562,500 shares of its common stock (the “Shares”) to 61 foreign investors (each a “Purchaser”) at a price per share of $8.00 for an aggregate offering price of $20,500,000.
The sale and the issuance of the Shares were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”) and/or Regulation S promulgated under the Securities Act (“Regulation S”). We made this determination based on the representations of each Purchaser which included, in pertinent part, that each such Purchaser was (a) an “accredited investor” within the meaning of Rule 501 of Regulation D, (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (c) not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S and upon such further representations from each Purchaser that (i) such Purchaser is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (ii) the Purchaser agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) the Purchaser has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (iv) the Purchaser had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) the Purchaser has no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.
| Item 4.01 Changes in Registrant’s Certifying Accountant. |
Resignation of Previous Independent Registered Public Accounting Firm
On April 24, 2014, Clone Algo Inc. (the “Company”) accepted the resignation of Seale and Beers, CPAs (“Seale and Beers”) as Independent Registered Public Accountants. On April 24, 2014, the Board of Directors of the Company accepted such resignation.
Seale and Beers was appointed as our independent registered public accounting firm on March 6, 2014. During the fiscal year ended March 31, 2014 and from inception (February 22, 2010) to March 31, 2014 and through Seale and Beers’s resignation on April 24, 2014, there were (1) no disagreements with Seale and Beers 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 Seale and Beers would have caused Seale and Beers to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K. Seale and Beers did not issue any reports on the Company’s financial statements.
We furnished Seale and Beers with a copy of this disclosure on April 30, 2014, providing Seale and Beers with the opportunity to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by us herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. A copy of Seale and Beers’s letter to the SEC is filed as Exhibit 16.1 to this Report.
Engagement of New Independent Registered Public Accounting Firm
On April 29, 2014, the Board of Directors of the Company appointed Hartley Moore Accountancy Corporation (“Hartley Moore”) as our independent registered public accounting firm.
During the years ended March 31, 2014 and 2013 and through the date hereof, neither the Company nor anyone acting on its behalf consulted Seale and Beers with respect to (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 Hartley Moore concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
| Item 9.01 Financial Statements and Exhibits. |
(d) Exhibits: The following exhibits are filed as part of this report:
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Exhibit No.
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Description
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16.1
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Letter from Seale and Beers, CPAs
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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.
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CLONE ALGO INC.
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Date: April 30, 2014
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By:
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/s/ Niraj Goel
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Niraj Goel
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Chief Executive Officer
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