SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 4, 2013
COMMONWEALTH BIOTECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
718 Grove Road
Midlothian, Virginia 23114
(Address, including Zip Code and Telephone Number, including Area Code, of Principal Executive Offices)
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:
Commonwealth Biotechnologies, Inc. (CBI or the Company) was notified by Witt Mares, PLC (Witt Mares), its independent registered public accounting firm, that Witt Mares has entered into a business combination with the accounting firm of PBGH, LLP (PBGH). In connection with the business combination, Witt Mares is succeeded by a newly created entity, PBMares, LLP (PBMares), which separately is registered with the Public Company Accounting Oversight Board (the PCAOB). As a result of the business combination and in accordance with applicable Securities and Exchange Commission (SEC) rules related to business combinations of independent registered public accounting firms, on January 17, 2013, Witt Mares resigned as CBIs independent registered public accounting firm. CBIs Audit Committee has not yet engaged PBMares, the successor accounting firm, as its independent registered public accounting firm. Engagement is anticipated and no changes to the audit engagement team are expected to occur as a result of the business combination.
Witt Mares reports on CBIs financial statements for the fiscal years ended December 31, 2010 and December 31, 2011 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
There is substantial doubt about the Companys ability to continue as a going concern. Consequently, Witt Mares included a paragraph emphasizing going concern in their reports on the 2011 and 2010 financial statements.
During the two fiscal years ended December 31, 2010 and December 31, 2011, and through the date of resignation of Witt Mares:
CBI provided Witt Mares with a copy of this Current Report on Form 8-K and asked Witt Mares to provide the Company a letter addressed to the SEC stating Witt Mares agreement with the above disclosures. A copy of Witt Mares letter, dated February 4, 2013, confirming its agreement is attached hereto as Exhibit 16.1.
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.
Date: February 4, 2013