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
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Date
of Report (Date of Earliest Event Reported):
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October
10,
2006
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AEROCENTURY
CORP.
_________________________________________
(Exact
name of registrant as specified in its charter)
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Delaware
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94-3263974
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(State
or Other Jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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1440
Chapin Avenue, Suite 310
Burlingame,
CA 94010
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94010
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(Address
of principal executive offices)
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(Zip
Code)
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(650)-340-1888
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Registrant's
telephone number, including area code:
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Not
Applicable
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
oSoliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-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
(a)
Previous independent registered public accounting firm.
(i)
On
October 10, 2006, AeroCentury Corp. (the "Registrant") dismissed
PricewaterhouseCoopers LLP (“PwC”) as its independent registered public
accounting firm. The Registrant's Audit Committee participated in and approved
the decision to change the Registrant's independent registered public
accounting firm.
(ii)
The
reports of PwC on the Registrant's financial statements for the fiscal years
ended December 31, 2005, and 2004, contained no adverse opinion or disclaimer
of
opinion, and were not qualified or modified as to uncertainty, audit scope
or
accounting principles.
(iii)
During
the Registrant's fiscal years ended December 31, 2005, and 2004,
and
through October 10, 2006, there have been no disagreements with PwC on any
matter of accounting principles or practices, financial statement disclosure,
or
auditing scope and procedure, which disagreements, if not resolved to the
satisfaction of PwC, would have caused PwC to make reference thereto in their
reports on the financial statements for such years.
(iv) During
the Registrant's fiscal years ended December 31, 2005 and 2004 and through
October 10, 2006, there have been no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
(v) The
Registrant has requested that PwC furnish the Registrant with a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees
with
the above statements. A copy of the letter from PwC, dated October 13, 2006,
is
filed as Exhibit 16 to this Form 8-K.
(b) New
independent registered public accounting firm.
(i)
The
Registrant engaged BDO Seidman, LLP ("BDO") as its new independent registered
public accounting firm as of October 12, 2006. During the fiscal years ended
December 31, 2005 and 2004 and through October 10, 2006, the Registrant did
not
consult with BDO regarding any of the matters described in Item 304(a)(2)(i)
and
(ii) of Regulation S-K.
Item 9.01:
Financial Statements and Exhibits.
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(d)
Exhibits.
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16
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Letter,
dated October 13, 2006, from
PricewaterhouseCoopers LLP furnished to AeroCentury Corp. and addressed
to
the Securities and Exchange Commission regarding statements included
in
this Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| AEROCENTURY CORP. | ||
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| Date: October 16, 2006 | By: | /s/ Toni M. Perazzo |
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| Title Senior V.P. - Finance and CFO | ||
EXHIBIT INDEX
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Exhibit No.
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Exhibit
Title
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16
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Letter,
dated October 13, 2006, from
PricewaterhouseCoopers LLP furnished to AeroCentury Corp. and addressed
to
the Securities and Exchange Commission regarding statements included
in
this Form 8-K.
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