Attached files
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| EX-16.1 - LETTER TO SEC - Enterologics, Inc. | elgo_ex161.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 19, 2012
ENTEROLOGICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
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000-54347
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80-0504940
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| (Commission File Number) | (IRS Employer Identification No.) |
1264 University Avenue West, Suite 404
St. Paul, Minnesota 55104
(Address of Principal Executive Offices, Zip Code)
(516) 303-8181
(Registrant's Telephone Number, Including Area Code)
______________________________________________
(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):
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))
Section 4 – Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
On March 19, 2012, Enterologics, Inc. (the “Company”) changed its principal independent accountants. On such date, the Company dismissed Webb & Company, P.A. (“Webb”) from serving as its principal independent accountants. On March 19, 2012, the Company retained Lake & Associates, CPA’s (“Lake”) as its principal independent accountants. The decision to change accountants was approved by the Company’s board of directors.
Webb was the independent registered public accounting firm for the Company from September 2, 2009 (inception) until March 19, 2012. None of Webb’s reports on the Company’s financial statements from September 2, 2009 until March 19, 2012, (a) contained an adverse opinion or disclaimer of opinion, or (b) was modified as to uncertainty, audit scope, or accounting principles, or (c) contained any disagreements on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Webb, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. None of the reportable events set forth in Item 304(a)(1)(iv) of Regulation S-K occurred during the period in which Webb served as the Company’s independent registered public accounting firm.
However, the reports of Webb, dated February 2, 2010 and March 21, 2011, on the Company’s financial statements as of and for the period September 2, 2009 (Inception) to December 31, 2009 and the year ended December 2010 contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern.
The Company has provided Webb with a copy of this disclosure and has requested that Webb furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of the letter from Webb addressed to the Securities and Exchange Commission dated March 19, 2012 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
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Engagement of Lake & Associates, CPA’s
Prior to March 19, 2012, the date that Lake was retained as the principal independent accountants of the Company:
(1) The Company did not consult Lake regarding either 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 Company’s financial statements;
(2) Neither a written report nor oral advice was provided to the Company by Lake that they concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; and
(3) The Company did not consult Lake regarding any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any of the reportable events set forth in Item 304(a)(1)(v) of Regulation S-K
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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16.1
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Letter, dated March 19, 2012, from Webb & Company, P.A. to the Securities and Exchange Commission.
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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.
| ENTEROLOGICS, INC. | |||
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Date: March 19, 2012
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By:
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/S/ Robert Hoerr | |
| Name: | Robert Hoerr | ||
| Title: | President | ||
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