UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 24, 2008
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Auriga Laboratories, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 000-26013 | 84-1334687 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5284 Adolfo Road, Camarillo, California 93012
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (805) 437-7200
10635 Santa Monica Boulevard, Suite 120, Los Angeles, California 90025
(Former name or former address, if changed since last report)
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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 (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)) |
SECTION 4 -- MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Changes in Registrant's Certifying Accountant.
On January 21, 2008, the Company appointed PMB+HelinDonovan (the "New Accountants") as the registered independent accounting firm to audit the financial statements of the Company for the year ending December 31, 2007. Concurrent with the appointment of the New Accountants, Williams & Webster, P.S. (“W & W”) were dismissed as the Company's registered independent accounting firm. The Board of Directors approved this decision on January 21, 2008.
In connection with the audits of the Company's financial statements for the fiscal year ended December 31, 2006 and cash flow statements for the periods April 1, 2006 to December 31, 2006 and April 12, 2005 (inception) to March 31, 2006 and through January 21, 2008, there were no disagreements with W & W on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of W & W, would have caused W & W to make reference to the matter in their reports.
The reports of W & W on the Company's financial statements for the Company's most recent fiscal year did not contain an adverse opinion or disclaimer of opinion, or was modified as to audit scope, or accounting principles. The reports of W & W on the most recent fiscal year did contain a modification for a going concern uncertainty.
During the Company's two most recent fiscal year and the subsequent interim period through the date of engagement of the New Accountants, the Company did not consult the New Accountants regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any matter that was the subject of a disagreement or event identified in response to Item 304(a)(1)(iv) of Regulation S-B.
There were no reportable events as that term is described in Item 304(a)(1)(iv) (A)-(E) of Regulation S-B.
A letter from W & W addressed to the Securities and Exchange Commission in accordance with Item 304(a)(3) of Regulation S-B, stating that they agree with the disclosures made by the Company in this report on Form 8-K has been filed as Exhibit 16.2 to this report and is incorporated by reference into this report..
SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Shell Company Transactions.
Not Applicable
(d) Exhibits.
| Exhibit Number | Description |
| 16.2 | Letter from Williams & Webster, P.S., dated January 29, 2008, addressed to the Securities and Exchange Commission in accordance with Item 304(a)(3) or Regulation S-B* |
| | |
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Auriga Laboratories, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 29, 2008 | AURIGA LABORATORIES, INC. |
| | |
| | |
| | By: /s/ Frank Greico |
| | Frank Greico |
| | Chief Executive Officer and Chief Financial Officer |
