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): September 2, 2010
PROTECT
PHARMACEUTICAL CORPORTION
(Exact
name of registrant as specified in its charter)
|
NEVADA
|
000-54001
|
27-1877179
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
759
Bloomfield Ave, Suite 411, West Caldwell, New Jersey 07006
(Address
of principal executive offices)
Registrant's
telephone number, including area code: (973) 568-1617
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
FORM
8-K
Section
4 – Matters Related to Accountants and Financial Statements
Item
4.02 Non-Reliance on Previously Issued Financial Statements or
a Related Audit Report or Completed Interim Review.
In
connection with our registration statement on Form 10, the SEC issued a comment
on September 2, 2010 concerning the recording of patent acquisition costs in the
second quarter of the statement of operations included in our unaudited
financial statements of June 30, 2010. Following a review of the
financial statements it was determined that the statement of operations
erroneously recorded the acquisition of patent applications in February 2010 in
the second quarter of 2010 instead of the first quarter of
2010. Responding to a prior comment by the SEC, we previously revised
the treatment of the patent acquisition to record the acquisition as a research
and development expense of $1,250,000 instead of capitalizing the amount as an
asset.
Following
a review of the financial statements, our principal accounting officer and our
independent accountant concluded that our unaudited financial statements for the
six month period ended June 30, 2010 should no longer be relied
on. As a result of this decision, we have restated our financial
statements for the six months ended June 30, 2010 to reflect the research and
development expense of $1,250,000 in the first quarter of 2010 instead of the
second quarter of 2010. This information is discussed in contained in
a new Note 8 to the June 30, 2010 financial
statements. Accordingly, the financial statements included in
our amendments to our Form 10 registration statement filed on August 6 and
August 25, 2010 and our Form 10-Q filed on August 23, 2010 for the quarterly
periods ended June 30, 2010 should no longer be relied upon. We have
therefore filed an amended Form 10 and amended Form 10-Q report for the
quarterly periods ended June 30, 2010 to reflect the revised accounting
treatment of the patent acquisition costs. The restatement will reflect a net
loss for the three months ended June 30, 2010 of $5,312,550 ($0.13 per share)
rather than the previously reported loss of $$6,562,550 ($0.16).
We have discussed the matters disclosed
in this Current Report on Form 8-K with our independent registered public
accounting firm.
Notes
about Forward-looking Statements
Statements contained in this current
report which are not historical facts, may be considered "forward-looking
statements," which term is defined by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are based on current
expectations and the current economic environment. We caution readers
that such forward-looking statements are not guarantees of future performance.
Unknown risks and uncertainties as well as other uncontrollable or unknown
factors could cause actual results to materially differ from the results,
performance or expectations expressed or implied by such forward-looking
statements.
-2-
Item
9.01 Financial Statements
and Exhibits
(c)
Exhibits
|
Exhibit
No.
|
Description | |
|
99.1*
|
Restated
financial statements for the period ended June 30,
2010
|
______________
|
|
*
|
Included
in Amendment No. 4 to Form 10 registration statement filed September 8,
2010 and Amendment No. 1 to Form 10-Q for the period ended June 30, 2010
filed September 8, 2010.
|
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.
| TRANS ENERGY, INC. | |||
|
Date: September
8, 2010
|
By:
|
/S/ William D. Abajian | |
| William D. Abajian | |||
|
President
|
|||
-3-