Unassociated Document
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): October 10,
2007
Neuralstem,
Inc.
(Exact
name of registrant as specified in Charter)
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Delaware
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000-1357459
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52-2007292
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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9700
Great Seneca Highway, Rockville, Maryland 20850
(Address
of Principal Executive Offices)
(301)
366-4841
(Issuer
Telephone number)
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):
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))
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Item 4.01
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Changes
in Registrant’s Certifying
Accountant.
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Effective
October 10, 2007, the Audit Committee of the Board of Directors dismissed Dave
Banerjee CPA as its independent registered public accounting
firm. Effective October 15, 2007, the Audit Committee engaged Stegman
& Company (the “New Auditor”) as its independent registered public
accounting firm.
Dave
Banerjee CPA’s report on the Registrant’s financial statements for the last
fiscal year did not contain an adverse opinion or a disclaimer of opinion,
nor
was it qualified or modified as to uncertainty, audit scope, or accounting
principles. During the Registrant’s most recent fiscal year and the
subsequent interim period preceding the dismissal of Dave Banerjee CPA, there
were no disagreements on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of Dave Banerjee CPA, would have caused it to
make
a reference to the subject matter in connection with its
report. During the Registrant’s most recent fiscal year and the
subsequent interim period preceding Dave Banerjee CPA’s dismissal, there have
been no reportable events (as defined in Regulation S-B Item
304(a)(1)).
During
the two most recent fiscal years and the interim period prior to engaging the
New Auditor, neither the Registrant nor anyone on its behalf consulted the
New
Auditor regarding (i) either: 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 Registrant’s financial statements, and no
written report or oral advice was provided to the Registrant that the New
Auditor concluded was an important factor considered by the Registrant in
reaching a decision as an accounting, auditing or financial reporting issue;
or
(ii) any matter that was the subject of a disagreement or a reportable event
(as
defined in Regulation S-B Item 304(a)(1).
The
Registrant requested that Dave Banerjee CPA furnish it with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
above statements. A copy of such letter, dated October 10, 2007 is
filed as Exhibit 16 to this Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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16
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Letter
from Dave Banerjee CPA to the Securities and Exchange Commission,
dated
October 10, 2007.
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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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Neuralstem,
Inc..
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Date: October
15, 2007
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By:
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/s/ John
Conron
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John
Conron
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Chief
Financial Officer
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