UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): February 16,
2005
IGENE BIOTECHNOLOGY, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
MARYLAND 0-15888 52-1230461
_____________________ ________________ ___________________
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9110 Red Branch Road
Columbia, MD 21045-2024
________________________________________ ______________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(410) 997-2599
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 communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
__ Solicitating material pursuant to Rule 14a-12 under the
Exchange Act (17CFR 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))
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Section 4 - Matters Related to Accountants
and Financial Statements
Item 4.01. Changes in Registrant's Certifying Accountant
(a) Termination of previous independent accountants.
As of February 15, 2005, the Registrant dismissed its
independent accountant, Stegman & Company ("Stegman"), due to the
Registrant's increased international audit requirements brought
about by the Registrant's 50% participation in a joint venture
with Tate & Lyle PLC (Tate & Lyle), which joint venture produces
AstaXin(R) for the aquaculture industry at Tate & Lyle's Selby,
England facility. The decision to dismiss Stegman was
recommended by the Board of Directors of the Registrant during a
meeting held on February 8, 2005. The audit reports issued by
Stegman on the consolidated financial statements of the
Registrant as of and for the years ended December 31, 2003,
December 31, 2002 and prior, did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified,
as to uncertainty, audit scope or accounting principles, except
as follows:
Stegman's reports, contain explanatory
paragraphs. The paragraph states that the
Company has suffered recurring losses from
operations since inception and has a
working capital deficiency that raises
substantial doubt about its ability to
continue as a going concern. The
consolidated financial statements do not
include any adjustments that might result
from the outcome of that uncertainty.
During these periods, there have been no disagreements
between the Registrant and Stegman on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Stegman, would have caused Stegman to make
reference to the subject matter thereof in its report on the
Registrant's consolidated financial statements for such periods.
A letter from Stegman addressed to the Securities & Exchange
Commission ("SEC") stating that Stegman agrees with the
statements contained herein has been filed as an exhibit to this
report.
(b) Engagement of new independent accountants.
The Registrant has appointed Berenson and Company
("Berenson") as its new independent public accountants effective
as of February 14, 2005. The selection of Berenson was approved
by the Audit Committee of the Board of Directors of the
Registrant on February 8, 2005.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
EX-16. Letter of Agreement from Stegman & Company
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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 thereunto duly
authorized.
IGENE Biotechnology, Inc.
(Registrant)
By: /s/ STEPHEN F. HIU
_______________________
Name: STEPHEN F. HIU
Title: President
Dated: February 16, 2005
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