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EX-16.1 - EXHIBIT 16.1 - MARIZYME INCv232556_ex16-1.htm
EX-16.2 - EXHIBIT 16.2 - MARIZYME INCv232556_ex16-2.htm
 

     
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): August 8, 2011

GBS ENTERPRISES INCORPORATED
 (Exact Name of Registrant as Specified in its Charter)

Nevada
 
000-53223
 
27-3755055
(State of Incorporation)
  
(Commission File No.)
  
(IRS Employer Identification No.)

302 North Brooke Drive
 Canton, GA 30014
 (Address of Principal Executive Offices)
 (Zip Code)

(404) 474-7256
 (Registrant's Telephone Number, including area code)

N/A
 (Former name or former address, if changed since last report)

Copies to:
 Philip Magri, Esq.
The Sourlis Law Firm
130 Maple Avenue, Suite 9B2
 Red Bank, New Jersey 07701
 Direct Dial: (646) 373-7430
T: (732) 530-9007
 F: (732) 530-9008
philmagri@sourlislaw.com
 www.SourlisLaw.com

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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On August 8, 2011, GBS Enterprises Incorporated, a Nevada corporation (the “Company”), was notified by K.R. Margetson, Ltd., Chartered Accountant, the independent accountant of the Company (“KRM”), that it had been contacted by the Public Company Accounting Oversight Board (the “PCAOB”) on August 8, 2011 regarding the Company’s Consolidated Financial Statements for the fiscal years ended March 31, 2011 and 2010 (the “Financial Statements”) included the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011 (the “Form 10-K”) filed with the United States Securities and Exchange Commission (the “Commission) on July 14, 2011 and amended on July 15, 2011.

As stated by KRM in its Audit Report included in the Form 10-K, KRM relied on another auditor’s, Dr. Winfried Heide, audit of the Company’s 50.1% subsidiary, GROUP Software AG, a German public company (“GROUP”) , insofar as KRM’s opinion related to GROUP. Dr. Heide’s Audit Reports for GROUP’s fiscal years ended December 2010 and 2009 were also filed with the Form 10-K and as stated by Dr. Heide’s in such reports, Dr. Heide conducted his audits of GROUP in accordance with German GAAP.  Notwithstanding, the PCAOB advised KRM that due to the fact that Dr. Heide was not registered with the PCAOB, KRM was not permitted to rely on Dr. Heide’s audits of GROUP under the PCAOB rules.

The Company’s Board of Directors has discussed the foregoing matter with KRM and Dr. Heide. KRM and Dr. Heide have been working with the PCAOB to promptly resolve this matter and Dr. Heide is currently in the process of registering with the PCAOB. Until such time as this matter has been resolved to the satisfaction of the PCAOB, the Company deems it prudent to advise investors and potential investors that they should not rely on KRM’s and Dr. Heide’s audit report opinions and the Financial Statements included the Form 10-K.  Once all matters have been resolved, the Company will promptly notify investors and file an amended Form 10-K.

The Company has provided KRM and Dr. Heide with the disclosures made by the Company in this Form 8-K and has requested KRM and Dr. Heide to furnish to the Company as promptly as possible a letter addressed to the Commission stating whether it agrees with the statements made by Company in response to this Item 4.02 and, if not, stating the respects in which they do not agree.  A copy of KRM’s letter and Dr. Heide’s letter are filed as Exhibits 16.1 and 16.2, respectively, to this Form 8-K.


Item 9.01. Financial Statements and Exhibits.
 
(d) The following exhibits are included with this report:
 
     
 
Exhibit No.
  
Exhibit Description
   
16.1
  
Letter to the Commission from K.R. Margetson, Certified Accountant
16.2
 
Letter to the Commission from Dr. Winfried Heide
 
 
 

 
 
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.

  GBS ENTERPRISES INCORPORATED
     
 
By:
/s/ Joerg Ott
   
Joerg Ott
   
Chief Executive Officer
   
(Principal Executive Officer)
  Dated: August 16, 2011