Unassociated Document
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):
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May
17, 2007
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Grant
Life Sciences, Inc.
__________________________________________
(Exact
name of registrant as specified in its charter)
Nevada
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000-50133
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82-0490737
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_____________________
(State
or other jurisdiction
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_____________
(Commission
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______________
(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1787
East Ft. Union Blvd., Suite 202
Salt
Lake City, Utah
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84121
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_________________________________
(Address
of principal executive offices)
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___________
(Zip
Code)
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Registrant’s
telephone number, including area code:
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(801)
733-0878
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Copies
to:
Gregory
Sichenzia, Esq.
Yoel
Goldfeder, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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:
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))
Item
4.02 Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
On
May
17, 2007, Grant Life Sciences, Inc. (the “Company”) determined that in the Form
10-KSB for the year ended December 31, 2006, it (a) incorrectly failed to apply
EITF 00-19 to its warrants that were outstanding as of June 2005 and (2) used
a
method to value the derivatives arising from its outstanding convertible notes
that may not have met the “fair value” criteria required by Statement of
Financial Accounting Standards No. 133. These matters came to the attention
of
the Company’s new Chief Financial Officer, who joined the Company April 9, 2007,
while he was preparing to file the Company’s Form 10-QSB for the first quarter
of 2007.
The
Chief
Financial Officer of the Company brought the foregoing to the attention of
Singer Lewak Greenbaum & Goldstein LLP (“SLGG’), the Company’s predecessor
independent registered public accounting firm, and to Tanner LC, the Company’s
current independent registered public accounting firm, and both firms agreed
with the need to restate the financial information as of December 31, 2006
and
2005, and for the years ended December 31, 2006 and 2005, included within the
Company’s Form 10-KSB for the year ended December 31, 2006. SLGG indicated that
it intended to provide the Company with a letter withdrawing its opinion on
the
Company’s 2006 and 2005 financial statements, though such letter has not yet
been received by the Company. The audit committee of the Company’s Board of
Directors has also concurred that a restatement of this financial information
is
required.
Based
on
the foregoing, the Company’s previously issued financial statements for 2006 and
2005 should not be relied upon. Further, filing of the Company’s Form 10-QSB for
the first quarter of 2007 will be delayed pending completion of the
aforementioned restatement.
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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Grant
Life Sciences, Inc.
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Date:
May 25, 2007
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By:
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/s/
Doyle R. Judd
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Name:
Doyle R. Judd
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Title:
Chief Financial
Officer
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