Sockeye 8K/A
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 9, 2006 (August 4,
2006)
SOCKEYE
SEAFOOD GROUP INC.
(Exact
name of registrant as specified in its charter)
Nevada
0-51197 98-0400208
(State
or
other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation
or organization) Identification No.)
Suite
400
- 601 W. Broadway
Vancouver,
B.C., Canada V5Z 4C2
---------------------------------------------------------------
(Address
of principal executive offices)
(604)
675-6872
--------------------------------------
(Issuer
telephone number)
(NONE)
------------------------------------------------------------------------------------------------
(Former
Name, Address and Fiscal Year, If Changed Since Last Report)
ITEM
4.01. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Item
304 (a)(1) Dismissal of independent principal
accountants:
(i) On
August 4, 2006, Registrant dismissed ACI Armando C. Ibarra Certified Public
Accountants, A Professional Corporation, as its independent auditors after
being
advised that the firm would no longer be performing public company audits,
as
they were in the process of withdrawing from registration with the
PCAOB.
(ii) Since
the appointment of ACI Armando C. Ibarra Certified Public Accountants on January
20, 2006 and all subsequent interim periods through the date of dismissal on
August 4, 2006, ACI Armando C. Ibarra Certified Public Accountants’ reports on
the financial statements of Registrant did not contain any adverse opinion
or
disclaimer of opinion, nor were they modified as to audit scope or accounting
principles. The audit report from ACI Armando C. Ibarra Certified Public
Accountants for the fiscal year ended December 31, 2005 was modified as to
the
uncertainty regarding Registrant’s ability to continue as a going concern
because of it’s status as a development stage company with limited operations.
The financial statements for the year ended December 31, 2005, did not include
any adjustments that might have resulted from the outcome of this uncertainty.
(iii)
The
decision to change principal accounting firms was unanimously approved by
written consent of the Board of Directors of Registrant on August 4,
2006.
(iv)
From
the date of appointment on January 20, 2006 through the date of this report,
there were no disagreements with ACI Armando C. Ibarra Certified Public
Accountants on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved
to
ACI Armando C. Ibarra Certified Public Accountants ' satisfaction, would have
caused ACI Armando C. Ibarra Certified Public Accountants to make reference
to
the subject matter in connection with its reports and/or reviews of Registrant's
consolidated financial statements during Registrant's most recent fiscal year
or
any interim period.
Item
304 (a)(2) Appointment of new independent principal
accountants:
On
August 4, 2006, Registrant's Board of Directors unanimously approved by written
consent the appointment of Chang G. Park, CPA, Ph.D, 6474 University Avenue,
San
Diego, California, a PCAOB registered firm, as its new certifying principal
accounting firm to audit Registrant’s financial statements.
Neither
the issuer, nor anyone on its behalf consulted with the new accountant
regarding:
(i)
The application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on Registrant's
financial statements. No written or oral advice was provided that was an
important factor considered by Registrant in reaching a decision as to
accounting, auditing or financial reporting issues; and
There
were no matters that were the subject of a disagreement or event identified
in
response to paragraph (a)(1)(iv) of this Item, and, therefore, none were
discussed with the new accountant.
3.
Registrant has provided ACI Armando C. Ibarra Certified Public Accountants,
as
well as the new firm of Chang G. Park, CPA, Ph.D, with a copy of the disclosures
it is making in response to this Item and has requested the former accountants
provide a letter concurring with such statements to the Commission, a copy
of
which is attached hereto as Exhibit 16.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
c)
Exhibits:
Exhibit
No. Description
16 Letter
of former accountants
SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
SOCKEYE
SEAFOOD GROUP INC.,
Registrant
Dated:
October 9, 2006 /s/
Sheldon Goldberg
By:
Sheldon Goldberg, President, Chief Executive Officer and
and
Director
Dated:
October 9, 2006 /s/
David
F. Knapfel
By:
David
F. Knapfel, Treasurer, Chief Financial Officer,
Treasurer
and Principal Accounting Officer, Secretary
and
Director