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
Date of Report (date of earliest event reported): February 1, 2007
NEPTUNE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 000-32691 65-0838060
(State or Other Jurisdiction (Commission File Number) I.R.S. Employer
of Incorporation) Identification No.)
21218 St. Andrews Boulevard
Suite 645
Boca Raton, FL 33433
(Address of principal executive offices)
(561)-482-6408)
(Issuer's telephone number)
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))
SECTION 4 Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant?s Certifying Accountant.
On December 29, 2006, the Registrant was advised by letter dated December 19,
2007 that its former certifying accountants, Dohan & Company, CPAs of Miami,
Florida, that it would not continue its engagement as the Registrant?s
certifying accountant. The letter dated December 19, 2006 from the former
certifying accountants, the reasons for the termination of the relationship,
and the Registrant?s response, were all included in the Registrant?s Form
10-QSB/A for the quarter ended September 30, 2006, filed with the SEC on
January 5, 2007, within four business days as required by Item 4.01(a) of Form
8-K. Filing of the Item 4.01(a) disclosure on the Form 10-QSB/A on January 5,
2007, within four business days of December 29, 2006, is specifically allowed
under Rule 12b-2 issued by the SEC under the Securities Exchange Act of 1934.
On February 1, 2007, the Registrant engaged Berman, Hopkins, Wright & LaHam,
CPAs and Associates, LLP, of Winter Park and Viera, Florida, as its certifying
accountants. Berman, Hopkins, Wright & LaHam is a registered accounting firm
with the Public Company Accounting Oversight Board.
The Registrant has not consulted Berman, Hopkins, Wright & LaHam regarding:
1. 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, and no written or
oral advice was provided that was an important factor considered by
the Registrant in reaching a decision as to any accounting, auditing
or financial reporting issue; or
2. Any matter that was the subject of a disagreement or event identified
in response to Item 4.01(a)(1) of Form 8-K was disclosed in Registrant?s
Form 10-QSB/A filed on January 5, 2007.
The Registrant?s former certifying accountants did not complete its review
of the Form 10-QSB and Form 10-QSB/A for the period ended September 30, 2006
as filed with the SEC. Registrant has requested Berman, Hopkins, Wright &
LaHam, as its new certifying accountants, to review the Form 10QSB/A as filed
And Registrant will file an amendment to such filing in the event of any
matters which arise as a result of that review by Berman, Hopkins, Wright &
LaHam.
Registrant previously filed a copy of the letter dated December 19, 2006 from
its former accountants as an exhibit to the Form 10QSB/A, to which Registrant
responded in that report in compliance with Item 4.01(b) of Form 8-K. As a
result, Registrant is not required to provide copies of this disclosure of the
retaining of a new certifying accountant to its former accountants under Item
4.01(a)(3). Registrant has provided a copy of this disclosure to its new
certifying accountants, Berman, Hopkins, Wright & LaHam prior to the filing of
this report
with the SEC
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
----------------------
None.
(b) Exhibits.
None
This report on Form 8-K may contain forward-looking statements that
involve risks and uncertainties, as well as assumptions that, if they never
materialize or prove incorrect, could cause the results of the Company to
differ materially from those expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including any
projections of revenue, expenses, earnings or losses from operations or
investments, or other financial items; any statements of the plans,
strategies and objectives of management for future operations; any
statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. The risks, uncertainties and assumptions
referred to above include risks that are described from time to time in our
Securities and Exchange Commission, or the SEC, reports filed before this
report.
We use words such as anticipates, believes, expects, future, intends and
similar expressions to identify forward-looking statements. Our actual
results could differ materially from those projected in the forward-looking
statements for any reason. We caution you that forward-looking statements of
this type are subject to uncertainties and risks, many of which cannot be
predicted or quantified.
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 duly authorized officer.
Date: February 6, 2007
NEPTUNE INDUSTRIES, INC.
By /s/ Ernest Papadoyianis
--------------------------------
Ernest Papadoyianis
President