-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FEcCOj7ofele43E5m09CCvmeliE9g3oVNEvjYNsG5E8Zv/RrzHSJ1vIj8jlyOwo3 DQtzAoKcunaAmGSh/TMqVw== 0001362310-07-001180.txt : 20070628 0001362310-07-001180.hdr.sgml : 20070628 20070628153729 ACCESSION NUMBER: 0001362310-07-001180 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070628 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20070628 DATE AS OF CHANGE: 20070628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kreido Biofuels, Inc. CENTRAL INDEX KEY: 0001342219 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 203240178 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-130606 FILM NUMBER: 07946776 BUSINESS ADDRESS: STREET 1: 1140 AVENIDA ACASO CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 805-389-3499 MAIL ADDRESS: STREET 1: 1140 AVENIDA ACASO CITY: CAMARILLO STATE: CA ZIP: 93012 FORMER COMPANY: FORMER CONFORMED NAME: Gemwood Productions, Inc. DATE OF NAME CHANGE: 20051024 8-K/A 1 c70718e8vkza.htm 8-K/A Filed by Bowne Pure Compliance
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2007 (June 21, 2007)

KREIDO BIOFUELS, INC.
 (Exact name of registrant as specified in its charter)
         
Nevada   333-130606   20-3240178
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
1140 Avenida Acaso
Camarillo, California
   93012
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (805) 389-3499
 
Not applicable
(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:

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))

 
 

 

1

 

Item 4.02 Non-Reliance or Previously Issued Financial Statements on a related Audit Report on completed Internal Revenue.

In connection with the preparation of Amendment No. 3 to our Registration Statement Form SB-2, our principal accounting officer, John Philpott CPA, on June 21, 2007 communicated to our independent auditors, Vasquez & Company LLP, management and our Audit Committee that we failed to present redeemable preferred stock in mezzanine equity, outside of permanent equity, as a public company under Rule 5-02 of Regulation SX. Preferred stock issued by Kreido Laboratories in fiscal 2004 and converted into shares of common stock in January 2007 in connection with merger of Kreido Laboratories into and with the Company, was not classified as mezzanine equity on the December 31, 2005 and 2006 balance sheets as prescribed under applicable SEC accounting rules. This oversight resulted in the restatement of the Kreido Laboratory financial statements for the fiscal year ended December 31, 2006 and Company financial statements for the quarter ended March 31, 2007. On June 23, 2007, the Audit Committee concluded that the previously issued financial statements included in the Annual Report on Form 10-KSB filed on April 4, 2007, and in the Quarterly Report on Form 10-QSB filed on May 17, 2007 should no longer be relied upon for the reasons expressed above. The Company’s Annual Report on Form 10-KSB filed on April 4, 2007 and Quarterly Report on Form 10-QSB filed on May 17, 2007 were amended on June 27, 2007 to reflect the corrected classification. The restatement has no effect on the assets, liabilities, or statements of operations or cash flows of Kreido Labs or the Company.

The classification change indicates the existence of an internal control deficiency that may constitute a material weakness under standards established by the Public Company Accounting Oversight Board. A material weakness is a significant deficiency or combination of significant deficiencies that results in more than a remote likelihood that a material misstatement of financial statements will not be prevented or detected. Management and Vasquez & Company LLP, have discussed the possible material weakness with the Audit Committee. By implementing the remedial measures discussed below, management intends to improve its internal control over financial reporting and to avoid future material misstatements of financial statements. The Company has implemented or is implementing the following measures:

On an ongoing basis, the Chief Accounting Officer will continue to review SEC accounting rules, including rules changes and interpretations, to determine applicability to the Company. The Company will obtain general educational guidance regarding applicable SEC accounting rules, including Rule 5-02 and the accounting classification of complex financial instruments from its independent auditors, Vasquez & Company LLP. After obtaining general educational guidance, the Company may also consult with other auditors for detailed educational guidance and implementation. The Chief Accounting Officer will report changes in SEC accounting rules, GAAP and interpretations of SEC accounting rules and GAAP, that may be applicable to the Company with the Chief Executive Officer, the Chief Financial Officer and the Audit Committee.

The Audit Committee and Chief Accounting Officer discussed with the Company’s independent auditors, Vasquez & Company, LLP the matters disclosed in this report.

 

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.

KREIDO BIOFUELS, INC.

Dated: June 28, 2007

By: /s/ Philip Lichtenberger                                                                
Name: Philip Lichtenberger
Its: Chief Financial Officer

 

3

-----END PRIVACY-ENHANCED MESSAGE-----