SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 10, 2004
CRYSTALIX GROUP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-29781 65-0142472
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
5275 SOUTH ARVILLE STREET, SUITE B-116, LAS VEGAS, NEVADA 89118
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 740-4616
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 10, 2004, the directors of the registrant approved the election
of De Joya & Company to audit the financial statements for the fiscal
year ended December 31, 2004. Also on May 10, 2004, the registrant
dismissed the former accountants, Stonefield Josephson, Inc. The
decision to change auditors was based upon financial considerations.
The registrant's board of directors recommended De Joya & Company.
During the two most recent fiscal years and the subsequent interim
period, neither the registrant nor anyone on its behalf consulted De
Joya & Company regarding the application of accounting principles to a
specific completed or contemplated transaction, or the type of audit
opinion that might be rendered on the registrant's financial
statements. The registrant did not receive, and De Joya & Company did
not provide, any written or oral advice that was an important factor in
reaching a decision as to an accounting, auditing or financial
reporting issue prior to its engagement by the registrant.
Stonefield Josephson, Inc. had audited the registrant's financial
statements for each of the last two fiscal years ended December 31,
2003. The report of Stonefield Josephson, Inc. did not contain an
adverse opinion or disclaimer of opinion and was not modified as to
uncertainty, audit scope, or accounting principles, except as follows:
The audit report of Stonefield Josephson, Inc. on the financial
statements of the registrant as of and for the fiscal year ended
December 31, 2003 contained a separate paragraph stating: "The
accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 1, the Company has incurred a net loss of $7,433,341,
used cash for operations of $1,166,873 in the year ended December 31,
2003, is a party to various litigation, has a stockholders' deficit of
$3,382,628 as of December 31, 2003 and has a working capital deficit of
$6,311,497 as of December 31, 2003. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
Management' plans in regard to these matters are also described in Note
1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty."
During the two most recent fiscal years and the subsequent interim
period through May 10, 2004, there were no disagreements with
Stonefield Josephson, Inc. on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of Stonefield
Josephson, Inc., would have caused it to make reference to the subject
matter of the disagreement in connection with its report. The
registrant has requested Stonefield Josephson, Inc. to furnish it with
a letter addressed to the Commission stating whether it agrees with the
above statements.
There were no other "reportable events" as that term is described in
Item 304a(1)(v) of Regulation S-K occurring within the registrant's two
most recent fiscal years and the subsequent interim period ending May
10, 2004.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: Not applicable
(b) Pro forma financial information: Not applicable
(c) Exhibits:
REGULATION
S-K NUMBER DOCUMENT
16.1 Letter from Stonefield Josephson, Inc.
SIGNATURES
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.
CRYSTALIX GROUP INTERNATIONAL, INC.
July 12, 2004 By: /S/ JOHN S. WOODWARD
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John S. Woodward, President
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