8-K 1 v415976_8k.htm FORM 8-K




Washington, D.C. 20549








Date of Report (Date of earliest event reported):   July 17, 2015



(Exact name of registrant as specified in its charter)


Delaware   001-35586   26-0250418

(State or other jurisdiction of


  (Commission File Number)   (IRS Employee
Identification No.)


150 Rainville Road

Tarpon Springs, FL 34689

 (Address of principal executive offices)(Zip Code)


Registrant’s telephone number, including area code: (727) 934-3448


Not applicable

 (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. 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))




Item 4.01Changes in Registrant’s Certifying Accountant.


Resignation of Previous Independent Registered Public Accounting Firm


Effective as of July 17, 2015, DKM Certified Public Accountants, Inc. (“DKM”) resigned as the independent registered public accounting firm of MagneGas Corporation (the “Company”).


The report of DKM on the audited financial statements of the Company for the fiscal years ended December 31, 2014 and December 31, 2013 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.


During the Company’s two most recent fiscal years, the subsequent interim periods thereto, and through July 21, 2015, there were no disagreements (as defined in Item 304 of Regulation S-K) with DKM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of DKM, would have caused it to make reference in connection with its opinion to the subject matter of the disagreement. Further, during the Company’s two most recent fiscal years, the subsequent interim periods thereto, and through July 21, 2015, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).


The Company provided DKM with a copy of this disclosure on July 22, 2015, providing DKM with the opportunity to furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether it agrees with the statements made by us herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. A copy of DKM’s letter to the SEC is filed as Exhibit 16.1 to this Report.


Engagement of New Independent Registered Public Accounting Firm


On July 21, 2015, the Board of Directors of the Company engaged Stevenson & Company CPAS LLC (“Stevenson”) as the Company’s independent registered public accounting firm.


During the fiscal years ended December 31, 2014, and 2013, the subsequent interim periods thereto, and through July 21, 2015, neither the Company nor anyone acting on its behalf consulted Stevenson with respect to (i) 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 Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Stevenson concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was the subject of a disagreement or a reportable event set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.


Item 9.01Financial Statements and Exhibits.


(d)  Exhibits:  The following exhibits are filed as part of this report:


Exhibit No.   Description
16.1    Letter from DKM Certified Public Accountants, Inc.







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: July 23, 2015 By:   /s/ Ermanno Santilli  

Ermanno Santilli

Chief Executive Officer