UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 Under the
Securities Exchange Act of 1934
For the month of: June 2006
Commission PersonNameFile Number: 0-26531
SOIL BIOGENICS LIMITED
(Name of Registrant)
Marques de Urquijo 5, 5 B, 28008, Madrid, Spain
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant PersonNamefiles or will
PersonNamefile annual reports under cover of Form 20-F or Form 40-F:
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): [ ]
NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): [ ]
NOTE: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information
contained in this Form, is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the PersonNamefile number assigned to the
registrant in connection with Rule 12g3-2(b): 82- ___________ .
SOIL BIOGENICS LIMITED
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Item 4.01 Changes in Registrant's Certifying Accountant
Effective May 5, 2006, we dismissed our prior independent public accountant,
Ernst & Young LLP and retained as our new independent public accountant Peterson
Sullivan PLLC. Prior to May 5, 2006, Ernst & Young LLP had been our certifying
independent public accountant since the transaction of Moore Stephens
International member firm Ellis Foster Ltd. with Ernst & Young LLP in May 2005.
Moore Stephens International member firm Ellis Foster Ltd. has been our
certifying independent public accountant since March 2000. Ernst & Young LLP
reported on our financial statements for the year ended December 31, 2004 and
their report contained no adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting principles.
The decision to change accountants was approved by the Company's Board of
Directors.
For the fiscal year 2004 and the subsequent period preceding the change, there
were no disagreements between the Company and Ernst & Young LLP on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Ernst & Young LLP, would have caused it to make a reference to
the subject matter of disagreements in connection with its report. There were no
"reportable events" as that term is described in Item 304(a)(1)(v) of Regulation
S-B for the fiscal year 2004 and any subsequent period.
The Company has made the contents of this Form 6-K available to Ernst & Young
LLP and has requested Ernst & Young LLP furnish it with a letter addressed to
the Securities and Exchange Commission stating whether Ernst & Young LLP agrees
or disagrees with, or wishes to clarify the Company's expression of their views.
A copy of the letter from Ernst & Young LLP to the Securities and Exchange
Commission is filed as Exhibit 16 to this Current Report on Form 6-K.
Effective May 5, 2006, the Company engaged Peterson Sullivan PLLC as our new
independent registered public accountants to audit our financial statements. The
appointment of Peterson Sullivan PLLC was recommended and approved by our board
of directors. During our last two most recent fiscal years and the subsequent
interim period to date hereof, we have not consulted Peterson Sullivan PLLC
regarding either: (1) the application of accounting principles to a specified
transaction, either complete or proposed, or the type of audit opinion that
might be rendered on our financial statements, or (2) any matter that was either
the subject matter of a disagreement as defined in Item 304(a)(1)(iv) of
Regulation S-B or a reportable event as described in Item 304(a)(1)(v) of
Regulation S-B.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
The exhibits listed in the following Exhibit Index are filed as part of this
Current Report on Form 6-K
16.0 Letter from Ernst & Young LLP dated as of June 15,2006.
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, thereunto duly authorized.
SOIL BIOGENICS LIMITED
Date: June 15, 2006
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BY: /s/Agustin Gomez de Segura
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Agustin Gomez de Segura
President and Director