UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
AMENDED REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) June 14, 2008
NEXGEN BIOFUELS LTD.
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(Exact name of registrant as specified in its charter)
Israel 0-17788 N/A
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2533 Windguard Circle, Suite 101
Wesley Chapel, Florida 33544
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 813-929-4820
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(Former name or former address, if changed since last report.)
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))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Effective as of June 14, 2008, upon the authorization and approval of its
Audit Committee and Board of Directors, NexGen Biofuels Ltd., an Israeli
corporation ("Registrant") dismissed Kost, Forer, Gabbay & Kasierer (a member of
Ernst & Young Global) ("EY") as its independent registered public accounting
firm.
The reports of EY on the financial statements of the Registrant as of and for
the years ended December 31, 2007 and 2006 did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles, except that EY's report for the fiscal
year ended December 31, 2007 contained an explanatory paragraph regarding
uncertainties about the Company's ability to continue as a going concern.
During the years ended December 31, 2007 and 2006, and through June 14, 2008,
there were no disagreements with EY on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure. It's
a billing/payment issue which is being resolved.
The Registrant has requested that EY furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter will be filed by amendment to this Form
8-K.
(b) Effective as of June 14, 2008, upon the authorization and approval of its
Audit Committee and Board of Directors, the Registrant engaged Barzily & Co.
("Barzily") as its independent registered public accounting firm.
No consultations occurred between the Registrant and Barzily during the years
ended December 31, 2007 and 2006 and through June 14, 2008 regarding either (i)
the application of accounting principles to a specific completed or contemplated
transaction, the type of audit opinion that might be rendered on the
Registrant's financial statements, or other information provided that was an
important factor considered by the Registrant in reaching a decision as to an
accounting, auditing, or financial reporting issue, or (ii) any matter that was
the subject of disagreement or a reportable event requiring disclosure under
Item 304(a)(1)(iv) or (v) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
16 Letter from EY to the Registrant (To be filed by amendment)
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.
NexGen Biofuels Ltd.
By: /s/ Ram Ajjarapu
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Ram Ajjarapu
Chief Executive Officer
Dated: August 27, 2008