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) ~~January~~June 1817, 2005

POLAR MOLECULAR HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-50341	~~000~~87-~~50341~~0415228	~~87-0415228~~
State or other		Commission File Number	(IRS Employer ID No.)
State or other jurisdiction of incorporation)	Commission File Number	(IRS Employer ID No.)
jurisdiction of
incorporation)

4600 South Ulster Street

Suite 940

Denver, Colorado 80237

(Address of principal executive offices) (Zip Code)

(303) 221-1908

(Registrant's telephone number, including area code)

Item 4. 3.01. ~~Change~~Notice inof ~~Registrant's~~Delisting ~~Certifying~~or ~~Accountant~~Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing.

~~Effective~~On ~~January~~ June 1816, 2005, ~~the~~Polar ~~firm~~Molecular ofHolding ~~Hein~~Corporation ~~& Associates LLP~~ (~~"Hein"~~Company), ~~the~~received ~~Company's~~notice ~~independent~~ regarding ~~accountant during~~ the ~~period from September 23, 2003 to January 18, 2005, has ceased being the~~ Company’s ~~independent~~failure ~~accountant due~~ to ~~Hein’s staffing~~satisfy ~~requirements~~NASD ~~necessitated~~Rules by6530 ~~Sarbanes-Oxley~~and ~~reporting~~6540, ~~requirements~~and ofthat its ~~client~~shares ~~base.~~were ~~Hein~~being ~~had~~delisted ~~audited~~from ~~our~~the ~~financial~~NASDAQ ~~statements~~OTC ~~for~~Bulleting ~~the~~Board ~~years~~as ~~ended~~of the ~~December~~ opening ~~31,~~of ~~2003~~trading ~~and~~June ~~2002~~17, 2005.

InNASD ~~connection~~ Rules ~~with~~6530 ~~the~~and ~~audit~~6540 ofrequire, ~~our~~in ~~financial~~relevant ~~statements~~part, asthat ofto ~~December~~be ~~31,~~eligible ~~2003~~for quotation ~~and~~ on ~~2002,~~the ~~and~~OTC ~~through~~Bulletin ~~the~~Board ~~date~~(OTCBB), of(a) ~~this~~the ~~Report,~~issuer ~~there~~of ~~were~~a nosecurity ~~disagreements~~must ~~with~~be current ~~Hein~~ with onits ~~any~~reporting ~~matter~~obligations ofto ~~accounting~~the ~~principles~~Securities orand ~~practices,~~Exchange ~~financial~~Commission ~~statement~~(SEC) ~~disclosure,~~ pursuant to Section 13 or ~~auditing~~15 ~~scope~~(d) of ~~procedures,~~the ~~which~~Securities ~~disagreements,~~Exchange ifAct ~~not resolved~~of to1934; (b) the required ~~satisfaction~~reports ofmust ~~Hein,~~be ~~would~~available ~~have~~through ~~caused~~the ~~them~~SEC’s toElectronic ~~make~~Data ~~reference~~Gathering in Analysis, ~~connection~~and ~~with~~Retrieval ~~its~~system ~~reports~~(EDGAR) or be made available to the ~~subject~~NASD ~~matter~~prior to the expiration of the ~~disagreements.~~grace ~~In addition,~~period; ~~during~~and (c) the ~~Company’s~~filings ~~two~~must ~~most~~be ~~recent~~complete, ~~fiscal~~i.e., that ~~years~~they must contain all required certifications and ~~subsequent~~have been reviewed or ~~interim~~ audited ~~periods,~~as noapplicable ~~reportable~~by ~~events,~~an asaccountant ~~defined~~registered inwith ~~Item~~the ~~304(a)(1)(v)~~Public ofCompany ~~Regulation~~ Accounting ~~S-K,~~Oversight ~~occurred~~Board.

~~Except as~~The ~~noted~~ Company’s inyear ~~the~~end ~~following sentence, the~~ audit ~~report~~is ofcurrently ~~Hein on our financial statements as of December 31~~underway, ~~2003~~ and ~~2002,~~expects ~~did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as~~ to ~~uncertainty audit~~be ~~scope,~~current ~~or accounting principles. However, as disclosed~~ in ~~our Form 10-K for our fiscal year ended December 31, 2003, Hein in~~ its ~~audit report dated~~ ~~February~~ filings ~~16,~~at ~~2004 included an explanatory paragraph regarding Polar Molecular Holding Corporation’s ability to continue as a going concern. For~~ the ~~year~~soonest ~~ended December~~practical ~~31, 2003, the audit report included the following statement:~~time.

~~The~~On ~~accompanying~~ June ~~financial~~17, ~~statements~~2005, ~~have~~Polar ~~been~~Molecular ~~prepared~~Holding ~~assuming~~Corporation ~~that~~issued ~~the company will continue as~~ a ~~going~~press ~~concern.~~release reporting Asthat ~~discussed~~its inshares ~~Note~~were 3delisted tofrom the ~~financial statements,~~NASDAQ ~~the~~OTC ~~Company~~bulletin ~~has~~Board as ~~suffered recurring losses from operations and has a~~of ~~net~~ the ~~capital~~opening ~~deficiency~~of ~~that~~trading ~~raise~~June ~~substantial~~17, ~~doubt about its ability to continue as a going concern~~2005. ~~Management~~The Company’s ~~plans~~common instock ~~regard~~continues to ~~these~~be available ~~matters~~for ~~are also~~trading ~~described~~on inthe ~~Note~~NASDAQ 3Pink Sheets. ~~The~~A ~~financial~~copy ~~statements~~of dothis ~~not~~press ~~include any~~release ~~adjustments~~ is attached ~~that~~hereto ~~might~~as ~~result~~Exhibit ~~from~~99.1 ~~the~~and ~~outcome~~is ofincorporated ~~this~~by ~~uncertainty~~reference therein.

WeItem ~~have requested that Hein furnish us with a letter addressed to the Commission stating whether it agrees with the above statements~~9. ~~A copy of such letter, dated February 10, 2005, is filed as Exhibit 16~~01.1 toFinancial ~~this~~Statements ~~Form~~and ~~8-K~~Exhibits.

In addition, effective February 10, 2005 we retained the firm of Wheeler Wasoff, P.C. to audit our financial statement for the year ending December 31, 2004, and will include such report as part of our annual report on Form 10-KSB for our year ending December 31, 2004. This change in independent accountants was approved by our audit committee of the Board of Directors. During the years ended December 31, 2003 and 2002, and the subsequent interim periods through February 10, 2005, we did not consult with Wheeler Wasoff, P.C. regarding the application of accounting principles to a specified transaction, the type of audit opinion that might be rendered on our financial statements or any other matters or reportable events as set forth in Items 304(ac)~~(2)(i) and (ii) of~~ ~~Regulation S-B.~~ Exhibits

Item 9.01 Financial Statements and Exhibits.

Number		Description

99.1		Press release dated June 17, 2005, “Polar Molecular Holding Corporation Shares To Be Delisted From NASDAQ OTCBB Effective June 17, 2005”

(c). Exhibits.

Number Exhibit

16.1 Letter from Hein & Associates LLP

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.

Dated: February 10, 2005	POLAR MOLECULAR HOLDING CORPORATION
Dated: June 17, 2005	POLAR MOLECULAR HOLDING CORPORATION
	(Registrant)
	By:	s/ Mark L. Nelson
		Mark L. Nelson, Chief Executive Officer

Filing Compare · POLAR MOLECULAR HOLDING CORP