- Current report filing (8-K)
24 Februar 2012 - 11:25PM
Edgar (US Regulatory)
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): February
24, 2012 (February 20, 2012)
CardioGenics Holdings Inc.
(Exact Name of Registrant as Specified in its
Charter)
Nevada
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000-28761
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88-0380546
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification)
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6295 Northam Drive, Unit 8, Mississauga, Ontario,
L4V 1W8
(Address of Principal Executive Offices)(Zip
Code)
Registrant’s telephone number, including
area code: 905.673.8501
(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))
TABLE OF CONTENTS
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Item 4.01 Changes in Registrant’s Certifying Accountants
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Item 9.01 Financial Statements and Exhibits
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SIGNATURE
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Item 4.01 - Changes in Registrant’s
Certifying Accountant, Financial Statements and Exhibits
a) On February 20, 2012, and acting
upon a decision to change accountants recommended and approved by the Board of Directors of CardioGenics Holdings Inc. (the "
Company
"),
the Company dismissed J.H. Cohn LLP ("
J.H. Cohn
") as the Company’s principal accountant, effective as of
February 20, 2012.
The reports of J.H. Cohn on
the financial statements of the Company, as of and for the fiscal years ended October 31, 2011 and 2010, did not contain
an adverse opinion, or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principle except to indicate that there was substantial doubt about the Company’s ability to continue as a
going concern. During the fiscal years ended October 31, 2011 and 2010 and through the date of dismissal, (i) the Company did
not have any disagreements with J.H. Cohn 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 J.H. Cohn would have
caused it to make a reference to the subject matter of the disagreements in connection with its reports, and (ii) there
were no "reportable events," as described in Item 304(a)(1)(iv) of Regulation S-K of the Securities Exchange Act
of 1934, as amended.
Concurrently with its filing of this
Form 8-K with the Securities and Exchange Commission (the “
Commission
”), the Registrant has provided J.H. Cohn
with a copy of the disclosures it is making in response to this Item 4.01, together with a request that J.H. Cohn furnish the
Company with a letter addressed to the Commission stating whether J.H. Cohn agrees with the statements made by the Company in
response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. A copy of the letter dated
February 24, 2012, furnished by J.H. Cohn in response to that request is filed as Exhibit 16.1 to this Form 8-K.
b) On February 15, 2012, the Board of
Directors of the Company approved the engagement of KPMG LLP ("
KPMG
"), effective immediately upon the
dismissal of J.H. Cohn, as the new independent registered public accounting firm to audit the Company's financial
statements beginning with the fiscal year ended October 31, 2012. During the Company's fiscal years
ended October 31, 2011 and 2010, and any subsequent interim period prior to engaging KPMG, neither the Company nor anyone acting
on its behalf consulted KPMG with respect to (i) the application of accounting principles to a specified transaction, either completed
or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter
that was the subject of a disagreement or reportable event between the Company and J.H. Cohn.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
16.1
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Letter from J.H. Cohn LLP dated February 24, 2012.
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SIGNATURE
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.
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CARDIOGENICS HOLDINGS INC.
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By:
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/s/ Yahia Gawad
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Name: Yahia Gawad
Title: Chief Executive Officer
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Dated: February 24, 2012
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