SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 12, 2005
IGENE BIOTECHNOLOGY, INC.
______________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Maryland
______________________________________________________________
(State or Other Jurisdiction of Incorporation or Organization)
0-15888 52-1230461
_____________ ___________________
(Commission (I.R.S. Employer
File No.) Identification No.)
9110 Red Branch Road, Columbia, Maryland 21045-2024
________________________________________ __________
(Address of Principal Executive Offices) (Zip Code)
(410) 997-2599
____________________________________________________
(Registrant's Telephone Number, Including Area Code)
N/A
_____________________________________________________________
(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 (see General
Instruction A.2. below):
[ ] 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))
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ITEM 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
As disclosed in the Notification of Late Filing filed by
Igene Biotechnology, Inc. (the "Registrant") with the Commission
on April 1, 2005 (the "Notification"), Berenson LLP ("Berenson"),
the Registrant's independent registered public accounting firm,
has questioned the Registrant's historical method of recording
the value of its 50% interest in its joint venture with Tate &
Lyle PLC (the "Joint Venture"), as reflected in the Registrant's
previously issued consolidated financial statements contained in
the Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2003 and consolidated interim financial statements
contained in the Registrant's Quarterly Reports on Form 10-QSB
for the quarterly periods ended March 31, 2003 and 2004, June 30,
2003 and 2004, and September 30, 2003 and 2004 (collectively, the
"Financial Statements"). Berenson's position is that the
Registrant's interest in the Joint Venture should have been
recorded at an amount equal to the Registrant's book value of the
consideration paid (which was zero), rather than the fair value
of the investment, as it was recorded, as discussed below.
As disclosed in the Notification, the Registrant was working
with Berenson and its former independent registered public
accounting firm, Stegman & Company, in formulating a letter
directed to the Office of Chief Accountant of the Commission for
further guidance on this accounting matter. The Registrant sent
the letter dated April 14, 2005 to the Commission and has since
such time engaged in discussions with the Staff of the Commission
relating to the accounting treatment of the Registrant's interest
in the Joint Venture. In a letter dated May 12, 2005, and
received by the Company on the same date, Berenson notified the
Registrant that the Financial Statements should no longer be
relied upon because of errors in those Financial Statements. The
Registrant is in the process of determining the nature and amount
of corrections necessary to restate the Financial Statements.
The Registrant plans to file such restated Financial Statements
as soon as is practicable after the necessary corrections have
been determined. It is the Registrant's intent to complete one
restatement per week, beginning with the restatement of the June
30, 2003 Q estimated to be filed on June 10, 2005, and expects to
complete and fle one restatement per week, until all restatements
are completed.
In the Financial Statements, as filed with the Commission,
the Registrant's investment in the Joint Venture has been
accounted for under the equity method of accounting as a one-line
caption on its consolidated balance sheet and consolidated
statement of operations with the excess of fair value of such
investment in the Joint Venture over the historical cost basis
(or book value) of consideration paid for such investment
reflected as an adjustment to additional paid-in capital.
The corrections necessary to restate the Financial
Statements pertain to the manner in which the Registrant recorded
the investment in the Joint Venture in the Financial Statements.
The Registrant has been advised by Berenson that while the
Registrant's investment in the Joint Venture has been correctly
accounted for under the equity method of accounting as a one-line
caption on its consolidated balance sheets and consolidated
statements of operations, the Registrant's investment in the
Joint Venture should have been recorded at an amount equal to the
book value of the Registrant's consideration contributed at the
creation of the Joint Venture (not as the excess of fair value of
the Registrant's investment in the Joint Venture over the
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historical cost basis (or book value)). As a result, Berenson
has advised the Registrant that its investment in the Joint
Venture should have been recorded with a book value of zero; not
the twelve million dollars ($12,000,000) initially recorded in
the Financial Statements.
The Registrant's Audit Committee has discussed the matters
disclosed in this Current Report with Berenson on May 12, 2005.
A letter dated May 13, 2005 from Berenson to the U.S.
Securities and Exchange Commission, in which Berenson states that
it is in agreement with the statements made by the Registrant in
the Current Report, is attached as Exhibit 99 and is incorporated
herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Description
_______ ___________
99 Letter, dated May 13, 2005 from Berenson LLP to
the U.S. Securities and Exchange Commission.
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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.
IGENE BIOTECHNOLOGY, INC.
By: /s/ STEPHEN F. HIU
______________________
STEPHEN F. HIU
President
Date: May 25, 2005
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EXHIBIT INDEX
Exhibit Description
_______ ___________
99 Letter, dated May 13, 2005 from Berenson LLP to the
U.S. Securities and Exchange Commission.