UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported) June 2, 2006
SKYE
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction of incorporation)
|
000-27549
(Commission
File
Number)
|
88-0362112
(IRS
Employer Identifica-tion
No.)
|
7150
West Erie Street, Chandler, Arizona 85226
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (480)
889-9999
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):
[
]
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))
1
Item
4.01. Changes in Registrant’s Certifying Accountant.
Skye
International, Inc. (“Skye” or the “Company”) was advised on June 2, 2006 after
the close of business that its independent auditors, Semple & Cooper, LLP,
were resigning their engagement to audit the financial statements of the
Company
for 2005. A copy of their resignation letter is attached as Exhibit 16.1
to this
filing.
On
June
2, 2006, the Company has engaged the firm of Moore and Associates, Chartered
Accountants and Advisors, to audit the financial statements of the Company
for
2005, subject to approval of the Audit Committee, which subsequently approved
the engagement on June 3, 2006.
The
resignation of Semple & Cooper was accepted, but was not encouraged or
recommended, by Skye’s Board of Directors and Audit Committee. As noted above,
the engagement of Moore and Associates has been approved by both the Skye
Board
and Audit Committee.
Semple
& Cooper has advised the Company that it intends to provide a letter
explaining the reasons for its resignation. A copy of that letter will be
filed
as an exhibit to this Form 8-K by amendment.
There
were no other “reportable events” as that term is described in Item
304(a)(1)(iv) of Regulation S-B occurring within the registrant’s two most
recent fiscal years and the subsequent interim period ending June 2,
2006.
During
the registrant’s two most recent fiscal years and through June 2, 2006, the date
prior to the engagement of Moore and Associates, neither the registrant nor
anyone on its behalf consulted Moore and Associates regarding 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
consolidated financial statements.
The
audit
report of the Company’s independent auditors for 2004, Shelley International,
CPA on the financial statements as of December 31, 2004 and for the two years
then ended contained a separate paragraph stating: “The accompanying financial
statements have been prepared assuming that the company will continue as a
going
concern. The Company has experienced losses since inception. This
raises substantial doubt about the Company’s ability to continue as a going
concern. The financial statements do not include any adjustments that
might result from this uncertainty.” The firm of Semple & Cooper did not
issue any reports on the Company’s financial statements, and accordingly
contained no adverse opinions, disclaimers or similar matters.
Item
5.02. Departure of Directors or Principal Officers.
On
June
3, 2006, Sandra Ribble, who had served as Controller since February and was
expected to become the Chief Financial Officer of the Company commencing June
1,
2006, as an independent contractor, declined to accept the latter position
and
resigned her position as Controller to accept a position with another company.
The Company has not appointed a replacement at this time and is evaluating
potential candidates.
Item
8.01. Other Events.
Due
to
the change in independent auditors and Controller, the Company is unable to
predict when it will be able to file its amended and restated Annual Report
on
SEC Form 10-KSB/A 2004, its Annual Report on SEC Form 10-KSB for 2005 and its
Quarterly Report for the Quarter Ended March 31, 2006 on SEC Form 10-QSB. The
Company will endeavor to file those reports on or before June 22, 2006, but
can
not assure it will be able to do so in light of recent events. As a result,
there can be no assurance that the Company will be able to obtain listing on
the
OTC Bulletin Board of its securities or when that event may occur.
2
|
Item
9.01
|
Financial
Statements and Exhibits
|
|
Exhibit
Number
|
Document
|
|
16.1
|
Letter
from Semple & Cooper, LLP dated June 2,
2006
|
Safe
Harbor
This
report includes forward-looking statements that can generally be identified
by
phrases such as SKYE or its management "believes," "expects," "anticipates,"
"foresees," "forecasts," "estimates" or other words or phrases of similar
import. Similarly, statements in this release that describe our business
strategy, outlook, objectives, plans, intentions or goals also are
forward-looking statements. All forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those in forward-looking statements. Risks and uncertainties
include, but are not limited to: the ability of the Company to bring its SEC
reports current, the ability to obtain listing of the Company’s shares on the
OTC Bulletin Board or any other trading system, general economic conditions
and
conditions in the markets we address; the substantial losses the company has
incurred to date; demand for and market acceptance of new products; successful
development of new products; the timing of new product introductions and product
quality; the company's ability to anticipate trends and develop products for
which there will be market demand; the availability of manufacturing capacity;
pricing pressures and other competitive factors; changes in product mix; product
obsolescence; the ability of our customers to manage inventory; the ability
to
develop and implement new technologies and to obtain protection for the related
intellectual property; the uncertainties of litigation and the demands it may
place on the time and attention of company management; as well as other risks
and uncertainties, including those detailed from time to time in our Securities
and Exchange Commission filings. The forward-looking statements are made only
as
of the date hereof. We undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.
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.
| SKYE INTERNATIONAL, INC. | ||
| June 7, 2006 | By:  |
|
| Gregg C. Johnson, Secretary |