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
May 18, 2005
Date of Report (Date of earliest event reported)
PHAGE GENOMICS, INC.
(Exact name of registrant as specified in its charter)
| NEVADA | 000-30995 | 98-0232244 |
| (State or other jurisdiction of | (Commission File | (IRS Employer Identification No.) |
| incorporation) | Number) | |
| 2215 Lucerne Circle | |
| Henderson, NV | 89104 |
| (Address of principal executive offices) | (Zip Code) |
(702) 451-4981
Registrant's telephone number, including area code
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:
¨ 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))
SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS.
ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
(a) Effective May 18, 2005, Phage Genomics, Inc. (the “Company”) engaged Kyle L. Tingle, CPA, LLC (“KLT”), as its new independent registered public accounting firm, following the resignation of the Company's prior independent registered public accounting firm, Manning Elliott, Chartered Accountants (“Manning Elliott”), which occurred on May 18, 2005. The decision to change accountants was recommended and approved by the Company's board of directors.
Manning Elliott performed the audit of the Company's financial statements for the year ending December 31, 2004. During this period and the subsequent interim period, there were no disagreements with Manning Elliott on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to Manning Elliott’s satisfaction would have caused Manning Elliott to make reference to the subject matter of the disagreements in connection with Manning Elliott’s report, nor were there any "reportable events" as such term is defined in Item 304(a)(3) of Regulation S-B, promulgated under the Securities Exchange Act of 1934, as amended; except that the financial statements for the Company for the fiscal year ended December 31, 2004 did contain an adverse opinion in that Manning Elliott raised the uncertainty expressed by previous auditors that the Company will continue as a going concern.
Manning Elliott’s decision to resign as our independent auditor was ratified by the Company’s board of directors on May 18, 2005, and was made due to the fact that the Company’s operations and management are now in the United States and the Company is required to have a U.S. based independent auditor.
The audit reports of Manning Elliott for the Company's year ended December 31, 2004 did not contain an adverse opinion, or a disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, other than the uncertainty that the Company might not be able to operate as a going concern.
The Company has requested Manning Elliott to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made above by the Company. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.
(b) Effective on May 18, 2005 the Company has engaged KLT as the new principal accountant to audit its financial statements. The decision to engage KLT, was approved by the Company's board of directors.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c)Exhibits
The Company has requested Manning Elliott to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made above by the Company. Upon receipt, a copy of such letter will be filed as Exhibit 16.1 to Form 8-K/A in accordance with Item 304(a)(3) of Regulation S-B.
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SIGNATURE
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.
| | PHAGE GENOMICS, INC. |
| | | |
| Date: May 18, 2005 | | |
| | By: | /s/ K. Ian Matheson |
| | | _____________________________ |
| | | K. IAN MATHESON |
| | | President and Chief Executive Officer |
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