Securities and Exchange Commission
Washington, DC 20549
Form 8-K/A
(Amendment No. 1)
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.
Soldinger's reports on the consolidated financial statements of Astralis as of
and for the years ended December 31, 2005 and 2004 did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except that Soldinger's
reports on Astralis' financial statements as of and for the fiscal years ended
December 31, 2005 and 2004 indicated that Astralis had incurred net losses since
inception and that it did not have sufficient funds to execute its business
plan, raising substantial doubt about Astralis' ability to continue as a going
concern.
During the fiscal years ended December 31, 2005 and 2004 and through August 9,
2006, there were no disagreements with Soldinger on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to the satisfaction of Soldinger, would have
caused Soldinger to make reference thereto in their reports on the financial
statements for such years.
It was noted in the Annual Report on form 10-KSB for the year ended December 31,
2005, that as a result of the audit of Astralis' December 31, 2005 financial
statements by Soldinger, Astralis became aware of certain deficiencies that
existed in the design and operation of Astralis' internal controls over
financial reporting that Soldinger considered to be material weaknesses under
standards of the Public Company Accounting Oversight Board (PCAOB). In such
regard, Soldinger identified certain errors in the financial statements in the
period ended December 31, 2005 that were not initially identified by Astralis'
internal control over financial reporting. The aggregate amount of these errors
was material to Astralis' financial statements and therefore represented a
material weakness in Astralis' internal control over financial reporting.
Soldinger discussed these issues with management and the Audit Committee. Upon
being informed of these errors, management corrected the information included in
its financial statements before such statements were filed with the Securities
and Exchange Commission or disclosed publicly to any parties. Further, Astralis
did not file its Annual Report on Form 10-KSB within the time prescribed by
regulations of the Securities and Exchange Commission.
In connection with Soldinger's review of Astralis' 2006 quarterly financial
statements for the period ended March 31, 2006, Soldinger identified certain
errors and departures from generally accepted accounting principles in the
financial statements that were not initially identified by Astralis's internal
controls over financial reporting. Soldinger discussed these issues with
management and the Audit Committee. Upon being informed of these errors,
Astralis corrected the information included in the financial statements before
such statements were filed with the Securities and Exchange Commission or
disclosed publicly to any parties.
Astralis has given permission to Soldinger to respond fully to the inquiries of
its successor auditor, Malone & Bailey, in connection with the foregoing
disclosures.
Astralis has requested that Soldinger furnish Astralis with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
above statements. Astralis will file a copy of such letter as an amendment to
this filing.
During the fiscal years ended December 31, 2005 and 2004 and through August 9,
2006, neither Astralis nor anyone acting on its behalf consulted Malone & Bailey
regarding either (1) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the consolidated financial statement of Astralis or (2) any
matter that was the subject of disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a "reportable event" as described in Item 304(a)(1)(v) of
Regulation S-K.
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: August 25, 2006 By: /s/ Michael Garone
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Michael Garone
Chief Financial Officer and
Interim President