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~~Earliest ~~event~~Event ~~reported~~Reported): ~~August~~December 2418, 2012

~~VIROLAB,~~Commission ~~INC.~~file number 000-54059

VIROLAB, INC. (Exact name of registrant as specified in its charter)

Delaware	~~000-54059~~	27-2787170
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1840 Gateway Drive Suite 200, Foster City, CA	94404
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code (650) 283-2653

1840 Gateway Drive, Suite 200, Foster City, CA 94404

~~______________________________________________~~ (Address of principal executive offices)

(~~Former name or former address, if changed since last report.~~650) 283-2653

(Registrant’s telephone number, including area code)

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):

¨r Written communications pursuant to Rule 425 under the Securities Act (17 CFR .230.425)

¨r Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨r Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Virolab,~~Item ~~Inc~~4.01. Changes in Registrant's Certifying Accountants

~~Form~~The 8Board of Directors of Virolab, Inc. (the “Company”) approved of the engagement of Anton & Chia, LLP, Newport Beach, California as the Company’s new independent registered public accounting firm on December 17, 2012, and also Peter Messineo, CPA, Palm Harbor, Florida (“Messineo”) declined to stand for re-Kelection from that role.

~~Current~~From ~~Report~~the Company’s inception on May 4, 2010 through December 17, 2012, the Company did not consult with Anton & Chia, LLP regarding any matters described in Items 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K.

~~Item~~During ~~5.02~~the ~~Departure~~two most recent fiscal years March 31, 2012 and 2011 and the interim period through the date of ~~Directors~~the orresignation, ~~Principal~~there ~~Officers;~~were ~~Election~~no disagreements with Messineo on any matter of ~~Directors;~~accounting ~~Appointment~~principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Messineo’s satisfaction, would have caused Messineo to make reference to the subject matter of ~~Principal~~the ~~Officers~~disagreements in connection with its reports.

OnDuring ~~August~~the 5, 2012, ~~Mr.~~and ~~James~~2011 A.the D.two ~~Smith~~most ~~resigned~~recent ~~from~~fiscal ~~all~~years ~~positions~~through ~~with~~ the ~~Company,~~date ~~including~~of ~~President~~resignation, ~~Chief~~the ~~Executive~~reports ~~Officer~~of ~~and~~Messineo ~~Director.~~did ~~Mr.~~not ~~Smith~~contain ~~informed~~any ~~the~~adverse ~~Company~~opinion ~~that~~or ~~his~~disclaimer ~~decision~~of toopinion, ~~resign~~or was ~~for~~modified ~~personal~~as ~~reasons~~to ~~and~~uncertainty, isaudit ~~not~~scope, ~~the~~or ~~result~~accounting ofprinciples ~~any~~other ~~disagreement~~than ~~with~~ the ~~Company on any matter relating to the Company’s operations, policies or practices.~~following:

On1) ~~August~~The ~~13,~~Report ~~2012,~~of ~~Mr.~~Independent ~~Matthew~~Registered M.Public ~~Loar~~Accounting ~~resigned~~Firm ~~from~~issued ~~the~~by ~~position~~Messineo ~~of,~~with ~~Chief~~respect ~~Financial~~to ~~Officer of~~ the Company.’s ~~Mr.~~audited ~~Loar~~financial ~~informed~~statements ~~the Company that his decision to resign was~~ for ~~personal reasons and is not~~ the ~~result~~year ofended ~~any~~March ~~disagreement~~31, ~~with~~2012 ~~the~~contained ~~Company on any matter relating to~~ the ~~Company’s~~following ~~operations, policies or practices.~~statement:

On“The ~~August~~accompanying ~~22,~~financial ~~2012,~~statements ~~Dr.~~have ~~Ricardo~~been ~~Rosales,~~prepared ~~PhD~~assuming ~~the~~that ~~Chairman of~~ the Company ~~was~~will ~~appointed~~continue ~~Chief~~as ~~Executive~~a ~~Officer,~~going ~~President, Secretary and Treasurer of the Company, Dr~~concern. ~~Rosales,~~As ~~PhD~~discussed ~~has~~in ~~been~~Note ~~Chairman~~1 ofto the ~~Board~~financial ~~of Directors since February 27~~statements, ~~2011. Dr.~~the ~~Rosales,~~Company ~~PhD~~ has ~~over~~incurred 15a ~~years~~loss ofsince ~~experience in vaccine research and is the founder and President of Virolab S de RL de CV~~inception, ~~where~~has hea ~~developed~~net ~~the~~accumulated ~~investigational~~deficit ~~therapeutic vaccine~~ and ~~diagnostic~~may ~~test~~be ~~recently~~unable ~~licensed~~ to ~~the~~raise ~~Company.~~further Drequity. ~~Rosales~~These ~~has~~factors araise ~~Ph.D.~~substantial indoubt ~~Molecular~~about ~~Biology~~its ~~from~~ability ~~the~~to ~~Luis~~continue ~~Pasteur~~as ~~University~~a ingoing ~~France,~~concern. ~~and~~Management’s ~~did~~plans ~~two~~regarding ~~years~~those ~~post-doctoral~~matters ~~research~~are atalso ~~the~~described ~~National Institutes of Health~~ in ~~Bethesda,~~Note MD1. HeThe ~~then~~financial ~~spent~~statements ~~numerous~~do ~~years~~not atinclude ~~the~~any ~~Biomedical~~adjustments ~~Research~~that ~~Institute~~might ofresult ~~UNAM~~from ~~(National~~the ~~Autonomous~~outcome ~~University~~ of ~~Mexico)~~this uncertainty.”

2) The Report of Independent Registered Public Accounting Firm issued by Messineo with respect to the Company’s audited financial statements for the year ended March 31, 2011 contained the following statement:

“The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred a loss since inception, has a net accumulated deficit and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

During the two most recent fiscal years and any subsequent interim period through the date of change in accountants, there were no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).

The Company requested that Messineo furnish it with a letter addressed to the Securities and Exchange Commission ("SEC") stating whether or not Messineo agreed with the above statements. A copy of Messineo’s letter to the SEC dated December 18, 2018 is filed as an Exhibit to this Form 8-K.

During 2012 and 2011 the two most recent fiscal years and the subsequent interim period through the date of the decline to stand for re-election of Messineo, the Company did not consult with Anton & Chia, LLP regarding any matters described in Item 304(a)(2)(i)or(ii) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(d) Exhibits.

Exhibit 16.1 Letter from Peter Messineo, CPA dated December 18, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: August 24, 2012	VIROLAB, INC.
	VIROLAB, INC.
	By:	/s/ Ricardo Rosales, PhD
DATE: December 21, 2012	By:	/s/ Timothy Neher
		Ricardo Rosales, PhD
		Timothy Neher
		Chief Executive Officer
		Director

Filing Compare · Virolab, Inc.