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 event reported): ~~September~~July 29 2, ~~2006~~2007

EUGENE SCIENCE, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-50601	33-0827004
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8th Floor, LG Palace Building, 165-8 Donggyo-Dong, Mapo-Gu, Seoul, Korea	00000
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 82-2-338-6283

16-7 Smjung-dong, Ojung-gu, Bucheon, Kyonggi-do, Korea

(Former name or former address, if 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 4 1.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On ~~September 29~~ July 2, ~~2006~~2007, Eugene Science, Inc. (“the “Company”) ~~engaged~~ entered into a ~~new~~Loan ~~accounting~~and ~~firm~~Security Agreement (the “Agreement”) with the purchasers named therein (the “Purchasers”), whereby ~~Kim~~the Company sold and ~~Lee~~issued, ~~Corporation~~and the Purchasers purchased, ~~as its~~senior secured ~~independent~~promissory notes in the aggregate principal amount of $2,000,000 ~~accountants~~ (the “Notes”) and warrants to ~~audit its~~purchase ~~financial statements. The~~ 5,200,000 shares of the Company’s ~~Board~~ ofcommon ~~Directors~~stock ~~recommended~~at ~~and~~an ~~approved~~ exercise ~~the~~price ~~change~~ of ~~independent accountants~~$0.25 ~~Accordingly,~~per SFshare ~~Partnership~~(the “Warrants”). ~~LLP,~~ The or Notes SFbear ~~Partnership,~~interest ~~was~~at ~~dismissed~~a onrate ~~September~~of 2910% per annum and, ~~2006.~~at ~~The~~the ~~decision~~option toof ~~change~~the ~~accountants~~ Purchasers, ~~was~~are ~~determined~~convertible by into shares of the Company’s ~~Board~~ ofcommon ~~Directors~~stock toduring bethe ~~in its~~ first ~~best~~six ~~interests~~months atfollowing the ~~time~~issue date of the Notes at a conversion price of $0.65.

~~From~~Upon ~~January~~ an event 1of default under the Notes, ~~2005~~the ~~through~~Purchasers holding at least a majority of the ~~date~~aggregate principal amount of ~~this~~the ~~Current~~Notes, ~~Report~~plus onall ~~Form~~accrued ~~8-K~~and unpaid interest thereon, ~~there~~have the ability to declare all outstanding obligations ~~were~~ under no the ~~disagreements~~Notes ~~with~~immediately SFdue ~~Partnership~~and onpayable. ~~any~~Generally, ~~matter~~an event of ~~accounting~~default ~~principles~~includes ~~or practices~~ (a) the Company’s failure to pay when due any monetary obligation, ~~financial~~(b) ~~statement~~the Company’s ~~disclosure~~breach of any representation, warranty, covenant or ~~auditing~~other ~~scope~~provision under the Notes or ~~procedure~~the Agreement, which ~~disagreements~~, if capable of being cured, is not cured within ~~resolved~~10 todays following notice thereof, (c) the ~~satisfaction~~application for the appointment of SFa ~~Partnership~~receiver ~~would~~or custodian for the Company or the property of the Company, ~~have~~ (d) ~~caused~~ the ~~them~~entry toof ~~make~~an ~~reference~~order tofor relief or the ~~matter~~filing inof ~~its~~a ~~reports~~petition on by or against the Company under the provisions of any bankruptcy or insolvency law, (e) any assignment for the benefit of creditors by or against the Company, or (f) the insolvency of the Company. To secure the Company’s ~~financial~~ ~~statements.~~repayment obligations under the Agreement, the Purchasers obtained a first priority security interest in all of the Company’s assets.

SFThe ~~Partnership's~~ foregoing ~~report~~descriptions onof the ~~Company’s~~Agreement, ~~financial statements for~~ the ~~fiscal~~Notes ~~years ended December 31, 2005~~ and ~~2004~~the ~~contained~~Warrants ando ~~explanatory paragraph indicating~~not ~~that~~ purport ~~there was substantial doubt as~~ to ~~its~~ ~~ability~~be tocomplete ~~continue~~and asare aqualified ~~going concern.~~in ~~Other~~their ~~than~~entirety ~~such~~by ~~statement,~~reference ~~no report of SF Partnership on the Company’s~~to ~~financial statements for either of~~ the ~~past two years contained an adverse~~ ~~opinion or disclaimer of opinion~~ Agreement, orthe ~~was~~Notes ~~qualified~~and orthe ~~modified as to uncertainty~~Warrants, ~~audit~~copies ~~scope~~of orwhich ~~accounting~~will ~~principles.~~be Infiled ~~addition, from January~~with 1, the ~~2005~~ Company’s ~~through~~Quarterly ~~the date of this Current~~ Report on Form 810-K,Q SFfor ~~Partnership did not advise~~ the ~~Company~~quarterly ~~with~~period ~~respect~~ended toJune ~~any of the matters described in Item~~30, ~~304(a)(1)(iv) of Regulation S-B~~ 2007.

~~The~~Item ~~Company provided~~ 2.03. ~~SF Partnership with a copy~~ Creation of ~~this disclosure and requested SF Partnership to furnish it with~~ a ~~letter~~Direct ~~addressed~~Financial toObligation ~~the Commission~~or ~~stating~~an ~~whether~~Obligation SFunder ~~Partnership~~an ~~agrees~~Off-Balance ~~with the statements that the~~Sheet ~~Company~~ Arrangement ~~has made in this Current Report on Form 8-K. A copy~~ of SFa ~~Partnership’s letter is attached as Exhibit 16~~Registrant.1.

~~During~~See the ~~period from January 1, 2005 to September 29, 2006, neither the Company,~~ ~~nor anyone~~ disclosure ~~acting~~set ~~on its~~forth ~~behalf,~~under ~~consulted~~Item ~~with Kim and Lee Corporation regarding (i) the application of accounting principles to a specified transaction~~1.01, ~~either~~which ~~completed~~is orincorporated ~~proposed,~~by ~~or the type of audit opinion that~~reference ~~might be rendered on its financial statements, or (ii) any of the matters~~ into or this ~~events set forth in~~ Item ~~304(a)(~~2~~)(ii) of Regulation S−B~~.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
16.1	Letter dated April 23, 2007 from SF Partnership LLP to the Securities and Exchange Commission

SIGNATURE

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.

	EUGENE SCIENCE, INC.
Date: April 23, 2007		/s/ Seung Kwon Noh
Date: July 6, 2007	By:	/s/ Seung Kwon Noh
		Seung Kwon Noh President and Chief Executive Officer
		Seung Kwon Noh
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
16.1	Letter dated April 23, 2007 from SF Partnership LLP to the Securities and Exchange Commission as to the statements regarding SF Partnership LLP included in this Current Report on Form 8−K.

EXHIBIT 16.1

April 23, 2007

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

We have read the statement about our firm included under Item 4.01 of the Form 8-K dated April 23, 2007, with regards to the change in auditors for Eugene Science, Inc., and agree with the statements regarding our firm contained in the Form 8-K.

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