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)
August 11, 2005
ENHANCE BIOTECH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-31653 95-4766094
(Commission File Number) (IRS Employer Identification No.)
631 United Drive, Suite 200
Durham, North Carolina 27713
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (919) 806-1806
N/A
(Former name or former address, if changed since last report)
SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a)(1) (i) By letter to the Chairman of the Registrant's Audit Committee
dated August 11, 2005, Cacciamatta Accountancy Corporation ("Cacciamatta")
resigned as the Registrant's independent registered public accounting firm.
(ii) Cacciamatta served as the Registrant's independent registered
public accounting firm from June 4, 2004. During that period, the Registrant
acquired Ardent Pharmaceuticals, Inc. ("Ardent") and subsequent to that
acquisition Cacciamatta audited the financial statements of Ardent for Ardent's
fiscal year ended December 31, 2004. Cacciamatta also audited the financial
statements of the Registrant for its fiscal year ended January 31, 2004, and for
the eleven month period ended December 31, 2004. The financial statements of
both Ardent and the Registrant were prepared assuming that Ardent and the
Registrant, respectively, each would continue as a going concern. Note 1 to the
financial statements of each of Ardent and the Registrant discussed certain
factors that raise substantial doubt about the ability of Ardent or the
Registrant, respectively, to continue as a going concern. In the case of Ardent,
those factors were its accumulated deficit, negative working capital and
liabilities exceeding its assets. In the case of the Registrant, those factors
were its operating losses. The plans of management of Ardent and of the
Registrant, respectively, regarding the applicable uncertainty were also
described in Note 1 to their respective financial statements. The financial
statements did not include any adjustments that might result from the outcome of
that uncertainty. Cacciamatta's report on the financial statements did not
contain any adverse opinion or disclaimer of opinion, or any other modification
as to uncertainty, audit scope, or accounting principles.
(iii) The change in accountants was not the result of any decision
by the Registrant's Board of Directors or Audit Committee, but was the result of
Cacciamatta's resignation.
(iv)(A) There were no disagreements with Cacciamatta on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Cacciamatta's
satisfaction, would have caused Cacciamatta to make reference to the subject
matter of the disagreements in connection with its reports.
(B) During the Registrant's two most recent fiscal years and the
subsequent interim period from January 1, 2005 through August 11, 2005, no
events referred to in Item 304(a)(1)(iv)(B) of Regulation S-B occurred.
(3) The Registrant has provided Cacciamatta with a copy of the foregoing
disclosures and has requested Cacciamatta to furnish a letter addressed to the
Securities and Exchange Commission ("Commission") stating whether it agrees with
the above statements. A copy of Cacciamatta's letter to the Commission, dated
August 25, 2005, is filed as Exhibit 16.1 hereto.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
16.1 Letter from Cacciamatta Accountancy Corporation to the Securities and
Exchange Commission dated August 25, 2005
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.
ENHANCE BIOTECH, INC.
A Delaware corporation
(Registrant)
Date: August 25, 2005
By: /s/ Christopher Every
---------------------------------
Christopher Every
Chief Executive Officer
Exhibit Index
16.1 Letter from Cacciamatta Accountancy Corporation to the Securities and
Exchange Commission dated August 25, 2005