FORM 8-K
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 11,
2008
IGENE BIOTECHNOLOGY, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
MARYLAND 0-15888 52-1230461
____________________________ ____________ ____________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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
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Item 4. Changes in Registrant's Certifying Accountant
a) Termination of previous independent registered public
accounting firm.
As of January 11, 2008, the Registrant dismissed J.H. Cohn LLP
("Cohn") as its independent registered public accounting firm as
approved by the Audit Committee of the Board of Directors.
The audit report issued by Cohn on the consolidated financial
statements of the Registrant as of and for the years ended
December 31, 2006 and 2005, included in the Registrant's amended
annual report on Form 10-KSB/A filed on December 21, 2007 did not
contain an adverse opinion or a disclaimer of opinion, and was
not qualified or modified, as to uncertainty, audit scope or
accounting principles, except as follows:
Cohn's report contains an explanatory paragraph. 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 years ended December 31, 2006 and 2005 and the interim
period through January 11, 2008, the date of their dismissal,
there have been no disagreements between the Registrant and Cohn
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 Cohn, would
have caused Cohn to make reference to the subject matter thereof
in its report on the Registrant's consolidated financial
statements for such periods other than as follows:
There was a disagreement related to the Registrant's initial
accounting for warrants issued in connection with certain debt
that arose in connection with Cohn's review of the Registrant's
quarterly report on Form 10-QSB for the quarterly period ended
June 30, 2007. The accounting treatment was discussed with the
Audit Committee of the Board of Directors and resolved to the
satisfaction of Cohn. As a result, the Registrant restated the
financial statements included in its annual report on Form 10-KSB
for the year ended December 31, 2006, and the Form 10-QSB for the
three months ended March 31, 2007. The Registrant has authorized
Cohn to respond fully to the inquiries of McElravy, Kinchen &
Associates, P.C. ("McElravy") if any, concerning the matter.
During the year ended December 31, 2006 and 2005 and the interim
period through January 11, 2008, Cohn did not advise the
Registrant of any reportable event under Item 304(a)(1)(v) of
regulation S-K other than as follows: In connection with their
audit of the Registrant's consolidated financial statements for
the years ended December 31, 2006 and 2005, Cohn advised the
Registrant's management and the Audit Committee of the Board of
Directors of the Registrant that the Registrant did not have the
internal controls necessary for the non-routine recording of
warrants issued in connection with certain of our debt
obligations.
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The Registrant has provided Cohn with a copy of the above
disclosure as required by Item 304(a) of Regulation S-K in
conjunction with the filing of this report. The Registrant has
requested that Cohn deliver to it a letter addressed to the
Securities and Exchange Commission stating whether Cohn agrees
with the disclosure made by the Registrant in response to Item
304(a) of Regulation S-K, and if not, stating the respects in
which it does not agree. Cohn's letter is filed as Exhibit 16
hereto and incorporated herein by reference.
(b) Engagement of new independent registered public accounting
firm.
The Registrant has appointed McElravy as its new independent
registered public accounting firm effective as of January 15,
2008. The selection of McElravy was approved by the Audit
Committee of the Board of Directors of the Registrant on January
15, 2008.
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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: January 22, 2008
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