Unassociated Document
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): February 29, 2008 (February 25,
2008)
GENESIS
PHARMACEUTICALS ENTERPRISES, INC.
(Exact
name of registrant as specified in Charter)
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Florida
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333-86347
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65-1130026
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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Middle
Section, Longmao Street, Area A, Laiyang Waixiangxing Industrial Sherb &
Co.
Laiyang
City, Yantai, Shandong Province, People’s Republic of China
710075
(Address
of Principal Executive Offices)
(0086)
535-7282997
(Issuer
Telephone number)
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))
Forward
Looking Statements
This
Form 8-K and other reports filed by the Registrant from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, the Registrant’s management as well
as estimates and assumptions made by the Registrant’s management. When used in
the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant’s management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors (including the risks contained in the section of this report
entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s
operations and results of operations and any businesses that may be acquired
by
the Registrant. Should one or more of these risks or uncertainties materialize,
or should the underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated, expected, intended
or
planned.
Although
the Registrant believes that the expectations reflected in the forward looking
statements are reasonable, the Registrant cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, the
Registrant does not intend to update any of the forward-looking statements
to
conform these statements to actual results.
In
this Form 8-K, references to “Genesis”, the “Company” or the “Registrant” refer
to Genesis Pharmaceuticals Enterprises, Inc., formerly known as Genesis
Technology Group, Inc., a Florida corporation.
Item
4.01 Change
in Registrant’s Certifying Accountant
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(a)
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Dismissal
of Registrant’s Certifying
Accountant
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Effective
February 25, 2008, Sherb & Co., LLP (“Sherb & Co.”) was dismissed as the
Company’s principal accountant engaged to audit its financial statements. Sherb
& Co. has been engaged as the Company’s auditors since May 11, 2002 and
audited the Company’s financial statements for the years ended September 30,
2007 and September 30, 2006.
Sherb
& Co.’s report on the Company’s financial statements for the past two years
ended September 30, 2007 and September 30, 2006 did not contain any adverse
opinions or disclaimers of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except that Sherb &
Co.’s reports for each of the years ended September 30, 2007 and September 30,
2006 were modified with respect to the uncertainty of the Company’s ability to
continue as a going concern.
Prior
to their dismissal, there were no disagreements with Sherb & Co. 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 Sherb & Co. would have caused them to make reference to this
subject matter of the disagreements in connection with their report, nor were
there any “reportable events” as such term is described in Item 304(a)(1)(iv) of
Regulation S-B.
Sherb
& Co.’s dismissal was approved by the Company’s board of
directors.
The
Company provided Sherb & Co. with a copy of the disclosures made under this
Item 4.01(a) on February 25, 2008 and requested Sherb & Co. to furnish the
Company with a copy of a letter addressed to the SEC stating whether they agree
with the statements made above by the Company regarding Sherb & Co.. A copy
of the letter by Sherb & Co. is attached as Exhibit 16.1 to this Form 8-K.
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(b)
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Appointment
of Registrant’s New Certifying
Accountant
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On
February 25, 2008, Moore Stephens Wurth Frazer & Torbet, LLP (“Moore
Stephens”) was engaged to serve as the Company’s new principal accountant to
audit the Company’s financial statements.
Prior
to
engaging Moore Stephens, the Company had not consulted Moore Stephens regarding
the application of accounting principles to a specified transaction, completed
or proposed, the type of audit opinion that might be rendered on the Company’s
financial statements or a reportable event, nor did the Company consult with
Moore Stephens regarding any disagreements with its prior auditor 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 the prior auditor, would have caused it to make reference to
the
subject matter of the disagreements in connection with its reports.
The
engagement of Moore Stephens was approved by the Company’s board of
directors.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
16.1 Letter
from Sherb & Co., LLP dated February 25, 2008
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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GENESIS
PHARMACEUTICALS ENTERPRISES, INC.
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Date: February
29, 2008 |
By: |
/s/ Elsa
Sung |
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Elsa
Sung |
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Title: Chief
Financial Officer |