Newport Gold, Inc. - Amended Current report filing (8-K/A)
11 Juin 2008 - 9:42PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
April 30,
2008
Newport Gold, Inc.
(Exact name of Registrant as specified in charter)
Nevada
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000-52214
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98-0583391
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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220 - 1495 Ridgeview
Drive, Reno, Nevada 89509
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89509
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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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905-542-4990
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Not
Applicable
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(Former name or former
address if changes since last report)
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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):
¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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This
document includes “forward-looking” statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Other than statements of historical fact, all statements
regarding industry prospects, the consummation of the transactions described in
this document and the Company’s expectations regarding the future
performance of its businesses and its financial position are forward-looking
statements. These forward-looking statements are subject to numerous risks and
uncertainties.
ITEM 4.02 NON-RELIANCE ON
PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT.
On March 28, 2008, Pannell Kerr Forster , the
independent accountants of the Company, informed the Company that the financial
statements for the period ended September 30, 2007 would need to be amended
since they did not reflect the issuance of 3,011,500 common shares issued in
August 2007. The issuance of the
3,011,500 common shares had not been disclosed in the original Form 10-QSB
filed November 14, 200 7 under “Part II - Item 2. Unregistered Sales of
equity Securities and Use of Proceeds”, and had not been disclosed in the
actual financial statements. As a
result, the Board of Directors and Audit Committee of the Company determined
the financial statements for the period ended September 30, 2007, originally
filed on Form 10-QSB with the Securities and Exchange Commission on November
14, 2007, should no longer be relied upon.
The financial statements for the period ended
September 30, 2007, have been restated to include the issuance of 3,011,500
common shares in August 2007. An Amended
Form 10-QSB for the period ended September 30, 2007 was filed with the
Securities and Exchange Commission on May 16, 2008, to include restated
financial statements correcting this error.
The executive officers of the Company have
discussed with the Company's independent auditors the matters disclosed in this
Item 4.02 of the Form 8-K.
We requested our independent accountant s to
furnish to the registrant as promptly as possible a letter addressed to the
Commission stating whether the independent accountant s agrees with the
statements made in this Form 8-K in response to this Item 4.02 and, if not, to state the respects in which they do not
agree. We have filed this amended
Form 8-K to include our independent accountant’s letter as an exhibit to
this Form 8-K.
ITEM 8.01 OTHER
EVENTS.
Press release.
ITEM 9.01 – FINANCIAL
STATEMENTS AND EXHIBITS
(a) Financial Statements of
Business Acquired.
N/A
(b) Pro forma financial
information.
N/A
(c) Exhibits.
As described in Item 1.01 of this Report, the
following exhibit is filed as part of this Current Report on Form 8-K:
2
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.
THE REGISTRANT
By:
/s/ Derek Bartlett
_________________________________
Derek Bartlett,
President
Dated: June 10 , 2008
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