UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 31, 2008
Commission File Number 000-52263
CAVIT SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Florida 03-0586935
(State or Other Jurisdiction (I.R.S Employer Identification Number)
of Incorporation or Organization)
20 NW 181st Street
Miami, Florida 33169
(Address of principal executive offices)
(305) 493-3304
(Registrant's telephone number, including area code)
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:
[ ] 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))
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
DISMISSAL OF INFANTE & COMPANY AS THE REGISTRANT'S INDEPENDENT ACCOUNTANTS.
Cavit Sciences, Inc. ("Cavit") elected to dismiss Infante & Company as the
principal certifying accountant on January 31, 2008.
Infante & Company's report on Cavit's financial statements for the year
ended December 31, 2006, 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 with the exception that Infante & Company's audit report
contained an explanatory note which raised substantial doubt as to the ability
of the Company to continue as a going concern.
The termination, which was effective January 31, 2008, was approved by
Cavit's Board of Directors.
During Cavit's fiscal year ended December 31, 2006, and the subsequent
interim period ended December 31, 2007, and January 31, 2008, which preceded the
termination of Infante & Company, Cavit did not have any disagreements with
Infante & Company 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 Infante & Company would have caused it to make
reference to the subject matter of the disagreements in connection with its
report.
During Cavit's fiscal year ended December 31, 2006, and the subsequent
interim periods ended December 31, 2007, and January 31, 2008, which preceded
the termination of Infante & Company, Infante & Company did not advise Cavit of
any of the following:
A. That the internal controls necessary for Cavit to develop reliable
financial statements did not exist;
B. That information had come to Infante & Company's attention that had
led it to no longer be able to rely on management's representations,
or that had made it unwilling to be associated with the financial
statements prepared by management;
C. (1)That Infante & Company needed to expand significantly the scope of
its audit, or that information had come to Infante & Company's
attention that if further investigated may: (i) materially impact the
fairness or reliability of either a previously issued audit report or
the underlying financial statements; or (ii) the financial statements
issued or to be issued covering the fiscal period(s) subsequent to the
date of the most recent financial statements covered by the audit
report (including information that would have prevented it from
rendering an unqualified audit report on those financial statements);
or (iii) cause it to be unwilling to rely on management's
representations or be associated with Cavit's financial statements;
and (2) due to Infante & Company's resignation (due to audit scope
limitations or otherwise) or dismissal, or for any other reason, the
accountant did not so expand the scope of its audit or conduct such
further investigation; or
D. That information has come to Infante & Company's attention that it had
concluded materially impacted the fairness and reliability of either:
(i) a previously issued audit report or the underlying financial
statements or (ii) the financial statements issued or to be issued
2
covering the fiscal period subsequent to the date of the most recent
financial statements covered by an audit report (including information
that, unless resolved to Infante & Company's satisfaction, would
prevent it from rendering an unqualified audit report on those
financial statements, except as indicated above) and (2) the issue has
not been resolved to Infante & Company's satisfaction prior to its
termination.
Cavit provided Infante & Company with a copy of the disclosures set forth
in this Current Report on Form 8-K/A and requested that Infante & Company
furnish the Company with a letter addressed to the U.S. Securities and Exchange
Commission stating whether it agrees with the statements made by Cavit herein.
The letter received by Cavit from Infante & Company in which Infante & Company
states that it is in agreement with the disclosures set forth herein, is
attached hereto as Exhibit 16.1.
ENGAGEMENT OF BERKOVITS AND COMPANY, LLP AS THE REGISTRANT'S NEW INDEPENDENT
ACCOUNTANTS.
Cavit has engaged Berkovits and Company, LLP as Cavit's new accountant to
serve as the independent accounting firm responsible for auditing Cavit's
financial statements for the fiscal year ended December 31, 2007.
Neither Cavit nor anyone on behalf of Cavit consulted Berkovits and
Company, LLP during the two most recent fiscal years and any subsequent interim
period prior to engaging Berkovits and Company, LLP regarding either: (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
Cavit's financial statements, and either a written report was provide to Cavit
or oral advice was provided Berkovits and Company, LLP concluded was an
important factor considered by Cavit in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
wither the subject of a disagreement (as defined in paragraph (a)(1)(iv) and the
related instructions of Item 304 of Regulation S-K) or a reportable event (as
defined in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit 16.1 Letter from Infante & Company
3
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 authorized.
Date: February 12, 2008 CAVIT SCIENCES, INC.
By: /s/ Colm J. King
-------------------------------------
Colm J. King
President and Chief Executive Officer
4
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
16.1 Letter from Infante & Company