UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

_______________

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO toSECTION ~~Section~~ 13 orOR 15(dD) ofOF ~~the Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported) July 8, 2004~~1934

Date of report (Date of earliest event reported): April 18, 2005

CyGene Laboratories, Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

	Delaware	0-15654	22-2789408
	(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Delaware

~~7786~~ (State ~~Wiles~~or ~~Road,~~Other ~~Coral~~Jurisdiction ~~Springs,~~of ~~Florida 33067~~Incorporation)

(Address of Principal Executive Office) (Zip Code)

0-15654	22-2789408
(Commission File Number)	(IRS Employer Identification No.)

7786 Wiles Road, Coral Springs, Florida	33067
(Address of Principal Executive Offices)	(Zip Code)

(954) 741-7077

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

~~Not Applicable~~____________________________________________________

(Former Name or Former Address, Ifif Changed Since Last Report.)

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):

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

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

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

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

Item 15.~~01 Entry into a Material Definitive Agreement~~02

OnDeparture ~~December 8, 2004, the board~~ of ~~directors~~Directors ofor ~~CyGene~~Principal ~~Laboratories,~~Officers; ~~Inc.~~Election ~~(the “Company”) agreed to issue warrants to purchase 250,000 shares~~ of common stock in the Company to Windy Bush Trading Co., LLC (the “LLC”), a consultant to the Company. Mr. Walter W. Witoshkin, the Company’s Vice President of Strategic Development, is the controlling member of the LLC. The warrants were issued as compensation for services, and other good and valuable consideration, and are fully vested. The warrants are exercisable over a period of three years and have an exercise price of $0.65 per share. The warrants also may also be exercised on a cashless basis, and have certain “piggy-back” registration rights. Directors;

Appointment of Principal Officers.

On April 18, 2005, Walter W. Witoshkin resigned his position as our Vice President of Strategic Development.

Item 8.01 Other Events

On ~~November~~April 2411, ~~2004~~2005, we filed our Reports on Form 10-~~K/A~~QSB for the ~~year~~quarters ended ~~March~~September 30, 2004 and December 31, 2004. The ~~audit~~reason ~~opinion~~these ~~did~~reports were not ~~contain~~filed anon ~~opinion~~a ~~with~~timely ~~respect~~basis is because we were delayed in completing our 2004 audit which in turn delayed out ability to ~~the~~complete ~~accompanying~~our ~~consolidated~~quarterly ~~statements~~reports. We ofprovided ~~operations~~our ~~and~~independent ~~cash~~registered ~~flows~~public accounting firm with the Form 10-QSBs for the ~~year~~quarters ended ~~March~~September 30, 2004 and December 31, ~~2003~~2004 on February 5, 2005 and March 22, 2005, respectively. In ~~Also~~early April, asmanagement ~~discussed~~decided inthat it could no longer wait for the ~~audit~~reviews ~~opinion~~to be completed, ~~our~~and ~~current~~the ~~independent~~decision ~~auditors~~was ~~have~~made ~~not~~to ~~audited~~file ~~our~~the ~~results~~two ofquarterly ~~operations~~reports ~~for~~with un-reviewed financial statements. As of the ~~years~~date ~~ended~~of ~~March~~this 31report, ~~2003~~the ~~and~~September ~~March~~financial 31statements are under active review, ~~2002~~and we expect that the review will be completed in the near future.

We are filing this voluntary Form 8-K in order to publicly disclose that CyGene, Inc.’s financial statements for the years ended March 31, 2003 and March 31, 2002 are being re-audited by our current independent auditors. We are required to present our financial statements on a development stage basis which requires an audit of our operations from inception (1995).1

On September 30, 2003, we engaged in a reverse merger with CyGene, Inc. whereupon CyGene, Inc. became a wholly-owned subsidiary of the company and our principal operating subsidiary. On October 14, 2003, we filed a Form 8-K disclosing the terms of the reverse merger, and on December 15, 2003, we filed a Form 8-K/A containing the audited financial statements of CyGene, Inc. pursuant to Item 7 of Form 8-K for the years ended March 31, 2003 and March 31, 2002. We now understand that the financial statements of CyGene, Inc. were required to be prepared on a development stage basis. These financial statements, which were not prepared on a development stage basis, were not audited by our current auditors.SIGNATURE

~~The~~Pursuant ~~Company is also filing as Exhibit 10.1~~ to ~~this~~the ~~Form~~requirements ~~8-K~~of ~~its~~the ~~current~~Securities ~~form~~Exchange Act of ~~Stock~~1934, ~~Option~~the ~~Agreement.~~registrant ~~Such~~has ~~form~~duly ofcaused ~~Stock~~this ~~Option~~report ~~Agreement~~to isbe ~~subject~~signed toon ~~change~~its behalf by the ~~Company~~undersigned ~~from~~hereunto ~~time~~duly ~~to time~~authorized.

~~Item~~CyGene 9Laboratories, Inc.01 ~~Financial~~By: ~~Statements~~/s/ MARTIN MUNZER Martin Munzer President and ~~Exhibits.~~Chief Executive Officer

~~(c)~~Date: April ~~Exhibits~~22, 2005

Exhibit No.		Description
10.1		Form of Stock Option Agreement

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.

	CYGENE LABORATORIES, INC.
Date: December 14, 2004	By:	/s/ MARTIN MUNZER
		Martin Munzer President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.		Description
10.1		Form of Stock Option Agreement

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