-----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, TLjxuSw5xEGXgv40SPO+pHOcSXQlr28wXbNen9QGz6iAJdAxDl610iVut6UYg9gF 7AV0Kk79Dhcd8DiMLLr40g== 0001144204-10-048604.txt : 20100908 0001144204-10-048604.hdr.sgml : 20100908 20100908171534 ACCESSION NUMBER: 0001144204-10-048604 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100902 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100908 DATE AS OF CHANGE: 20100908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTECT PHARMACEUTICAL Corp CENTRAL INDEX KEY: 0001493526 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 271877179 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54001 FILM NUMBER: 101062846 BUSINESS ADDRESS: STREET 1: 759 BLOOMFIELD AVE STREET 2: SUITE 411 CITY: WEST CALDWELL STATE: NJ ZIP: 07006 BUSINESS PHONE: 973-568-1617 MAIL ADDRESS: STREET 1: 759 BLOOMFIELD AVE STREET 2: SUITE 411 CITY: WEST CALDWELL STATE: NJ ZIP: 07006 8-K 1 v196218_8k.htm
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): September 2, 2010

PROTECT PHARMACEUTICAL CORPORTION
(Exact name of registrant as specified in its charter)

NEVADA
000-54001
27-1877179
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

759 Bloomfield Ave, Suite 411, West Caldwell, New Jersey 07006
(Address of principal executive offices)

Registrant's telephone number, including area code: (973) 568-1617

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))
 
 
 
 

FORM 8-K

Section 4 – Matters Related to Accountants and Financial Statements

Item 4.02   Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

In connection with our registration statement on Form 10, the SEC issued a comment on September 2, 2010 concerning the recording of patent acquisition costs in the second quarter of the statement of operations included in our unaudited financial statements of June 30, 2010.  Following a review of the financial statements it was determined that the statement of operations erroneously recorded the acquisition of patent applications in February 2010 in the second quarter of 2010 instead of the first quarter of 2010.  Responding to a prior comment by the SEC, we previously revised the treatment of the patent acquisition to record the acquisition as a research and development expense of $1,250,000 instead of capitalizing the amount as an asset.

Following a review of the financial statements, our principal accounting officer and our independent accountant concluded that our unaudited financial statements for the six month period ended June 30, 2010 should no longer be relied on.  As a result of this decision, we have restated our financial statements for the six months ended June 30, 2010 to reflect the research and development expense of $1,250,000 in the first quarter of 2010 instead of the second quarter of 2010.  This information is discussed in contained in a new Note 8 to the June 30, 2010 financial statements.   Accordingly, the financial statements included in our amendments to our Form 10 registration statement filed on August 6 and August 25, 2010 and our Form 10-Q filed on August 23, 2010 for the quarterly periods ended June 30, 2010 should no longer be relied upon.  We have therefore filed an amended Form 10 and amended Form 10-Q report for the quarterly periods ended June 30, 2010 to reflect the revised accounting treatment of the patent acquisition costs. The restatement will reflect a net loss for the three months ended June 30, 2010 of $5,312,550 ($0.13 per share) rather than the previously reported loss of $$6,562,550 ($0.16).

We have discussed the matters disclosed in this Current Report on Form 8-K with our independent registered public accounting firm.

Notes about Forward-looking Statements

Statements contained in this current report which are not historical facts, may be considered "forward-looking statements," which term is defined by the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are based on current expectations and the current economic environment.  We caution readers that such forward-looking statements are not guarantees of future performance. Unknown risks and uncertainties as well as other uncontrollable or unknown factors could cause actual results to materially differ from the results, performance or expectations expressed or implied by such forward-looking statements.
 
 
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Item 9.01    Financial Statements and Exhibits

(c) Exhibits

 
Exhibit No.
 Description
     
99.1* 
Restated financial statements for the period ended June 30, 2010
______________

 
*
Included in Amendment No. 4 to Form 10 registration statement filed September 8, 2010 and Amendment No. 1 to Form 10-Q for the period ended June 30, 2010 filed September 8, 2010.


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.
 
  TRANS ENERGY, INC.  
       
Date:   September 8, 2010
By:
/S/ William D. Abajian  
    William D. Abajian  
   
President
  
 
 
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