Newport Gold, Inc. - Current report filing (8-K)
April 30 2008 - 2:30PM
Edgar (US Regulatory)
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):
April 30,
2008
Newport Gold, Inc.
(Exact name of Registrant as specified in charter)
Nevada
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0001289223
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000-0000
0
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
|
|
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220 - 1495 Ridgeview
Drive
, Reno, Nevada 89509
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89509
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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905-542-4990
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|
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Not
Applicable
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(Former name or former
address if changes since last report)
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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):
¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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This
document includes "forward-looking" statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Other than statements of historical fact, all statements
regarding industry prospects, the consummation of the transactions described in
this document and the Company’s expectations regarding the future
performance of its businesses and its financial position are forward-looking
statements. These forward-looking statements are subject to numerous risks and
uncertainties.
1
ITEM 4.02 NON-RELIANCE ON
PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT.
The Issuer concluded, based on the
recommendation of its independent auditors, Smythe Ratcliffe & Company, to
restate previously-issued financial statements included in the Issuer's Quarterly
Report on Form 10-QSB for period ended September 30, 2007.
The financial statements for the period ended
September 30, 2007 will be restated to correct the effects of an error made in
the September 30, 2007 third quarter financial statements. The error relates to
the absence of disclosure of the issuance of 3,011,500 common shares
shares in August 2007 in the
September 30, 2007 quarterly financial statements. The Company will be amending its Form
10-QSB for the period ended September 30, 2007 filed with the Securities and
Exchange Commission to include restated financial statements correcting this
error.
The financial statements for the period ended
September 30, 2007 should no longer be relied upon. The Company will restate
its financial statements filed on Form 10-QSB for the period ended September 30,
2007 and the Company plans to file an amended Form 10-QSB for the period ended September
30, 2007.
The executive officers of the Issuer has
discussed with the Issuer's independent auditors the matters disclosed in this
Item 4.02 of the Form 8-K.
ITEM 8.01 OTHER
EVENTS.
Press release.
ITEM 9.01 – FINANCIAL
STATEMENTS AND EXHIBITS
(a) Financial Statements of
Business Acquired.
N/A
(b) Pro forma financial
information.
N/A
(c) Exhibits.
As described in Item 1.01 of this Report, the
following exhibit is filed as part of this Current Report on Form 8-K:
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Exhibit No.
__________
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Description
______________
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99.1
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Press Release dated April 30,
2008
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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.
THE REGISTRANT
By:
/s/ Derek Bartlett
_________________________________
Derek Bartlett,
President
Dated: April 30, 2008
2
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