Securities and Exchange Commission
Washington, DC 20549
Form 8-K/A
(Amendment No. 2)
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 9, 2006
ASTRALIS LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-30997 84-1508866
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
75 Passaic Avenue, Fairfield, New Jersey 07004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 227-7168
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(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.)
|_| 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 4.01 Changes in Registrant's Certifying Accountant.
On August 9, 2006 the Audit Committee of the Board of Directors of Astralis Ltd.
("Astralis") dismissed LJ Soldinger Associates, LLC ("Soldinger"), the
independent registered public accounting firm for Astralis and retained Malone &
Bailey, P.C ("Malone & Bailey"), as the independent registered public accounting
firm for Astralis. Soldinger was notified of this decision on August 9, 2006.
Astralis provided Soldinger with a copy of its Current Report on Form 8-K prior
to its filing with the Securities and Exchange Commission, and requested that
Soldinger furnish Astralis with a letter addressed to the Securities and
Exchange Commission stating whether they agree with the statements made in the
Current Report on Form 8-K filed on August 18, 2006 and amended on August 25,
2006, and if not, stating the aspects with which they do not agree. On August
29, 2006, Astralis received a copy of a letter from Soldinger addressed to the
Securities and Exchange Commission indicating that they did not agree with
certain statements made in the Current Report filed by Astralis. Astralis amends
its Current Report on Form 8-K, filed with the Commission on August 18, 2006, as
amended on August 25, 2006 by attaching a copy of the letter provided by
Soldinger as Exhibit 16.1 to this Form 8-K.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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16.1 Letter from LJ Soldinger Associates, LLC to the Securities and
Exchange Commission, dated August 22, 2006.
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.
ASTRALIS LTD.
Date: September 6, 2006 By: /s/ Michael Garone
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Michael Garone
Chief Financial Officer and Interim
President