f8k100208_ea3magnegas.htm
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): October 2,
2008
MagneGas
Corporation
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Delaware
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26-0250418
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer Identification No.)
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150 Rainville
Rd
Tarpon
Springs, FL 34689
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34689
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(Address
of principal executive offices)
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(Zip
Code)
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(Former name, former address, if
changed since last report)
(727)
934-9593
(ISSUER
TELEPHONE NUMBER)
FORWARD
LOOKING STATEMENTS
This
Form 8-K and other reports filed by 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, Registrant’s management as well as
estimates and assumptions made by 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 Registrant or Registrant’s management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant’s industry, Registrant’s operations and results
of operations and any businesses that may be acquired by 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
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, 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, Registrant does not intend
to update any of the forward-looking statements to conform these statements to
actual results.
ITEM
4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(1) Previous Independent
Auditors:
a. On
October 2, 2008, the Company dismissed our independent registered auditor,
Pender Newkirk and Company, LLC of Tampa Florida ("PNC").
b. PNC’s
report on the financial statements for the year ended December 31, 2007
contained no adverse opinion or disclaimer of opinion and was not qualified or
modified as to audit scope or accounting.
c. Our Board
of Directors participated in and approved the decision to change independent
accountants. Through the period of registration, the financial audit for the
years ended December 31, 2007 and including its review of financial statements
of the quarterly periods through June 30, 2008 there have been no disagreements
with PNC 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 PNC would have caused them to make reference
thereto in their report on the financial statements.
d. During
the most recent review periods, subsequent to June 30, 2008, there have been no
reportable events with us as set forth in Item 304(a)(i)(v) of Regulation
S-K.
e. In PNC's
2007 report to management, dated May 14, 2008, the auditor communicated it had
identified certain deficiencies in financial reporting. Those
comments were the following:
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·
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Financial
disclosure controls and procedures were not effective so as to timely
identify, correct and disclose information required to be included in the
SEC reports due to the Company's lack of segregation of duties due to
limited internal resources and the lack of ability to have multiple level
transaction review.
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·
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The
Company does not have an independent audit
committee.
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f. We
requested that PNC furnish us with a letter addressed to the SEC stating whether
or not it agrees with the above statements. A copy of such letter is
filed as an Exhibit to this Form 8-K.
(2)
New Independent Accountants:
a. We
engaged Randall N. Drake CPA, PA of Clearwater Florida ("Drake"), as our new
independent registered auditor on October 2, 2008.
b. Prior to
October 2, 2008, we did not consult with Drake regarding (i) the
application of accounting principles, (ii) the type of audit opinion that might
be rendered by Drake, or (iii) any other matter that was the subject of a
disagreement between us and our former auditor or was a reportable event (as
described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-B,
respectively).
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Financial statements of business acquired:
None
(b) Exhibits
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NUMBER
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EXHIBIT
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16.1
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Letter,
from Pender Newkirk and Company, LLC, re Change in Certifying
Accountant.
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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.
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MagneGas
Corporation
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Dated:
October 2, 2008
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/s/
Dr. Ruggero Maria Santilli
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Dr. Ruggero Maria Santilli
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Chief
Executive Officer
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Dated:
October 2, 2008
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/s/
Luisa Ingargiola
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Luisa
Ingargiola
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Chief
Financial Officer
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