UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(f) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) FEBRUARY 24, 2006
SKYE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-27549 88-0362112
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7150 WEST ERIE STREET, CHANDLER, ARIZONA 85226
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (480) 889-9999
NOT APPLICABLE
(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
On February 24, 2006, Shelley International, CPA ("Shelley") withdrew as the
registrant's independent registered public accounting firm. The reason for the
withdrawal is the retirement of the firm's principal. Shelley had audited the
registrant's financial statements for the fiscal years ended December 31, 2004
and 2003. On February 24, 2006, the registrant engaged Semple & Cooper, LLP to
serve as the company's independent registered public accountants for the fiscal
year ending December 31, 2005. The registrant's board of directors approved both
actions.
The audit reports of Shelley on the financial statements for each of the past
two years as of December 31, 2004 and December 31, 2003 contained a separate
paragraph stating: "The accompanying financial statements have been prepared
assuming that the company will continue as a going concern. The Company has
experienced losses since inception. This raises substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from this uncertainty." There were
no other adverse opinions, disclaimers of opinions, or qualifications or
modifications as to uncertainty, audit scope, or accounting principles.
During the two most recent fiscal years and the subsequent interim period
through February 24, 2006, there were no disagreements with Shelley on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of
Shelley, would have caused it to make reference to the subject matter of the
disagreement in connection with its report. The registrant has requested Shelley
to furnish it a letter addressed to the Commission stating whether it agrees
with the above statements. A copy of that letter is filed as an exhibit to this
amended Form 8-K.
There were no other "reportable events" as that term is described in Item
304(a)(1)(iv) of Regulation S-B occurring within the registrant's two most
recent fiscal years and the subsequent interim period ending February 24, 2006.
During the registrant's two most recent fiscal years and through February 24,
2006, the date prior to the engagement of Semple & Cooper, LLP, neither the
registrant nor anyone on its behalf consulted Semple & Cooper, LLP regarding the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the registrant's consolidated financial statements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
REGULATION
S-K NUMBER DOCUMENT
16.1 Letter from Shelley International, CPA
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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.
SKYE INTERNATIONAL, INC.
March 7, 2006 By: /s/ GREGG C. JOHNSON
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Gregg C. Johnson, Secretary
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