SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
----------------
FORM
8-K
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CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE
OF
REPORT (DATE OF EARLIEST EVENT REPORTED): December 26, 2006
BYWATER
RESOURCES INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
|
Delaware
|
|
|
|
(STATE
OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
|
(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE
IDENTIFICATION
NO.)
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300
Park Avenue, Suite 1700
New
York, NY 10022
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(212)
572-6395
(ISSUER
TELEPHONE NUMBER)
(FORMER
NAME AND ADDRESS)
=====================================================================
ITEM
4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(1)
Previous Independent Auditors:
(i)
On
December 22, 2006, Gately & Associates, LLC ("Gately") was dismissed as the
independent auditor for the Company and replaced by Webb & Company, P.A.
("Webb") as our principal independent auditors. This decision to engage Webb
was
ratified by the majority approval of our Board of Directors.
(ii)
Gately’s
report on the financial statements for the year ended March 31, 2006 contained
no adverse opinion or disclaimer of opinion and was not qualified or modified
as
to audit scope or accounting principles but included an explanatory paragraph
reflecting an uncertainty because we had yet to generate any revenue, and our
shareholders funded any shortfalls in our cash flow on a day to day basis.
These
factors raise substantial doubt about our ability to continue as a going
concern.
(iii)
Our
Board of Directors participated in and approved the decision to change
independent accountants. Since the Company’s inception in January 2006,
including its review of financial statements of the quarter ending August 31,
2006 there have been no disagreements with Gately 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 Gately
would have caused them to make reference thereto in their report on the
financial statements.
(iv)
During
the most recent review periods, the interim period subsequent to August 31,
2006
and through December 22, 2006, there have been no reportable events with us
as
set forth in Item 304(a)(i)(v) of Regulation S-K.
(v)
We
requested that Gately furnish us with a letter addressed to the SEC stating
whether or not it agrees with the above statements. A copy of such letter is
filed as an Exhibit to this Form 8-K.
(2)
New
Independent Accountants:
(i)
We
engaged Webb, of Boynton Beach, Florida, as our new independent auditors as
of
December 26, 2006. Prior to such date, we, did not consult with Webb &
Company, P.A. regarding (i) the application of accounting principles, (ii)
the
type of audit opinion that might be rendered by Webb & Company, P.A. or
(iii) any other matter that was the subject of a disagreement between us and
our
former auditor as described in Item 304(a)(1)(iv) of Regulation
S-B.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial
statements of business acquired:
None
(b) Exhibits
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EXHIBIT
NUMBER
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DESCRIPTION
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16.1
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Letter
from Gately & Associates, LLC
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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.
Bywater
Resources, Inc.
By:
/s/
Rolf Harms
Rolf
Harms
President and CEO
Dated:
December 26, 2006
December
26, 2006
U.S.
Securities and Exchange Commission
450
Fifth
Street, N.W.
Washington,
DC 20549
Re: Bywater
Resources, Inc.
File
no.
000-29953
We
have
read the statements under Item 4.01 of the Form 8-K report dated December 26,
2006 regarding our firm. We agree with the statements reported therein under
section 1 and have no basis to agree or disagree with statements reported under
section 2.
James
Gately
Gately
and Associates, LLC
Certified
Public Accountants