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
July
15, 2008 (July 10, 2008)
Date
of
Report (Date of earliest event reported)
SIENA
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-25499
|
88-0390360
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
5625
Arville Street, Suite E, Las Vegas, Nevada 89118
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: (702)
889-8777
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
5.02 DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On
July
10, 2008, Mr. Anthony DeLise resigned effective immediately as Chief Executive
Officer, Chief Financial Officer and as a Member of the Board of Directors
of
Siena Technologies, Inc. (the “Company”) to pursue other interests. Mr. DeLise’s
resignation letter did not reference a disagreement with the Company on any
matter relating to the Company’s operations, policies and
practices.
On
July
10, 2008, Mr. Michael Novielli, a Member of the Board of Directors of the
Company, was appointed to the position of Interim Chief Executive Officer to
fill the vacancy created by the resignation of Mr. DeLise while the Company
finds a suitable replacement.
Dismissal
of Jaspers + Hall PC
On
July
10, 2008, the Board of Directors of the Company determined that it is in the
best interests of the Company to change its principal independent accountants
and, in connection therewith, dismissed Jasper + Hall, PC (“Jaspers”).
Jaspers
was the independent registered public accounting firm for the Registrant’s from
February 11, 2005 until July 10, 2008. None of the Jaspers’ reports on the
Company’s financial statements from February 11, 2005 until July 10, 2008, (a)
contained an adverse opinion or disclaimer of opinion, or (b) was modified
as to
uncertainty, audit scope, or accounting principles, or (c) contained any
disagreements 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 Jaspers, would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports. None of the reportable events set forth in Item 304(a)(1)(iv) of
Regulation S-K occurred during the period in which Jaspers served as the
Company’s independent registered public accounting firm.
However,
the report of Jaspers, dated April 18, 2008, on our consolidated financial
statements as of and for the year ended December 31, 2007 contained an
explanatory paragraph which noted that there was substantial doubt as to our
ability to continue as a going concern as we had suffered recurring losses
and
negative working capital, had experienced negative cash flows from operating
activities and also due to uncertainty with respect to our ability to meet
short-term cash requirements.
The
Company has provided Jaspers with a copy of this disclosure and has requested
that Jaspers furnish it with a letter addressed to the U.S. Securities and
Exchange Commission stating whether it agrees with the above statements, and
if
not, stating the respects in which it does not agree. A copy of the letter
from
Jaspers addressed to the Securities and Exchange Commission dated July 15,
2008
is filed as Exhibit 16.1 to this Current Report on Form 8-K.
The
Engagement of Bartolomei Pucciarelli, LLC.
On
July
10, 2008, the Board of Directors of the Company approved the engagement of
Bartolomei Pucciarelli, LLC (“BP”) to serve as the Company’s independent
registered public accounting firm for the Company’s fiscal year ended December
31, 2008. The decision to change the Company’s principal independent accountants
was the result of the Board of Directors’ determination that it was in the best
interests of the Company.
Prior
to
July 14, 2008, the date that BP was retained as the principal independent
accountants of the Company:
(1)
The
Company did not consult BP regarding either 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;
(2)
Neither a written report nor oral advice was provided to the Company by BP
that
they concluded was an important factor considered by the Company in reaching
a
decision as to the accounting, auditing or financial reporting issue;
and
(3)
The
Company did not consult BP regarding any matter that was either the subject
of a
“disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-X and the
related instructions) or any of the reportable events set forth in Item
304(a)(1)(v) of Regulation S-X
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not
applicable.
(b)
PRO
FORMA FINANCIAL INFORMATION.
Not
applicable.
(c)
EXHIBITS.
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Exhibit
Number
|
Description
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|
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16.1
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Letter
from Jaspers + Hall, PC, dated July 15, 2008 regarding change in
independent registered public accounting
firm.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on
its
behalf by the undersigned thereunto duly authorized.
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SIENA
TECHNOLOGIES, INC.
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| |
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By:
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/s/
Michael Novielli
Interim
CEO
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July
15,
2008