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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
April 21, 1999
Date of Report (Date of earliest event reported)
Vyrex Corporation
(Exact name of registrant as specified in its charter)
Nevada 000-27866 88-0271109
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
2159 Avenida de la Playa, La Jolla, California 92037
(Address of Principal executive offices) (Zip Code)
(619) 454-4446
(Registrant's telephone number, including area code)
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VYREX CORPORATION
INDEX
Item 4. Changes in Registrant's Certifying Accountant
Exhibit 16. Letter of Ernst & Young LLP
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VYREX CORPORATION
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 27, 1999, Vyrex Corporation filed Form 8-K reporting a change in its
independent auditors. On April 29, 1999, Ernst & Young LLP wrote to the
Securities and Exchange Commission taking exception to the description of their
resignation and the Company's description of the opinions given over the past
two (2) years. A copy of the Ernst & Young LLP letter of April 29, 1999 is
attached as Exhibit 16.
On April 21, 1999, Ernst & Young LLP resigned as independent auditors of Vyrex
Corporation. On April 22, 1999, Vyrex Corporation engaged J.H. Cohn, LLP to
succeed Ernst & Young LLP as independent auditors.
Ernst & Young's report on the financial statements for the past two years,
included in the financial statements filed with the Company's Form 10-KSB for
the year ending December 31, 1998, includes limitations based on the assumption
that the Company will continue as a going concern. Other than the uncertainty
inherent in the going concern assumption, such financial statements did not
contain an adverse opinion or a disclaimer of opinion nor was it modified as to
uncertainty, audit scope or accounting principles. The prior financial
statement report of Ernst & Young, included in the financial statements filed
with the Company's Form 10-KSB for the year ending December 31, 1997, did not
contain any limitation based on the Company's ability to continue as a going
concern.
The board of directors of Vyrex Corporation approved the change in independent
auditors.
There were no disagreements between the Company and Ernst & Young LLP, within
the two-year period ended December 31, 1998, and the interim period of January
1, 1999 through April 21, 1999, on matters of accounting principles or
practices, financial statement disclosure or auditing scope of procedure.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
VYREX CORPORATION
DATE: May 5, 1999 --------------------------------------
Martin Malk as Chief Financial Officer
on Behalf of the Registrant
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EXHIBIT 16
[ERNST & YOUNG LLP LETTERHEAD]
April 28, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated April 27, 1999, of Vyrex Corporation and
we disagree with the statement in the first paragraph which states that "Ernst
& Young LLP was dismissed as independent auditors of Vyrex Corporation." We
resigned as auditors of Vyrex Corporation on April 21, 1999.
We are in agreement with the statements contained in paragraphs 2 and 4 of Item
4 of Form 8-K dated April 27, 1999, except that paragraph 2 should be amended
to add "except that Ernst & Young's report on the financial statements for the
year ended December 31, 1998 was modified to include an explanatory paragraph
as to the company's ability to continue as a going concern."
We have no basis to agree or disagree with other statements of the registrant
contained therein.
Sincerely,
/s/ Ernst & Young LLP
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