Attached files
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| EX-16.1 - LETTER DATED JANUARY 6, 2010, FROM GOLDSTEIN LEWIN & CO. TO THE SECURITIES AND EXCHANGE COMMISSION - Adamis Pharmaceuticals Corp | ex-16_1.htm |
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
1, 2010
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ADAMIS PHARMACEUTICALS
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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82-0429727
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(Commission
File Number: 0-26372)
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(IRS
Employer Identification Number)
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2658 Del Mar Heights Rd, #555, Del Mar, CA
92014
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(Address
of executive offices and Zip Code)
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(858)
401-3984
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(Registrant's
Telephone Number, Including Area
Code)
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(Former
name or former address, if changed since last report)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01 Changes
in Registrant’s Certifying Accountant
Effective
January 1, 2010, Goldstein Lewin & Co. (“Goldstein Lewin”), our independent
certifying accountant and the principal accountant engaged to audit our
financial statements, consummated a sale of its attest practice to Mayer Hoffman
McCann P.C. (“MHM") (the “Accounting Firm Transaction”). By virtue of
that Accounting Firm Transaction, MHM succeeded Goldstein Lewin
as our independent certifying accountants. The Board of
Directors of the Company, functioning as the audit committee of the Board, has
engaged MHM to serve as the Company’s new independent registered public
accounting firm.
The audit
report of Goldstein Lewin on our financial statements for the fiscal year ended
March 31, 2009, dated June 30, 2009, indicated that the consolidated financial
statements were prepared assuming the Company will continue as a going concern;
that as discussed in the notes to the consolidated financial statements, the
Company has incurred recurring losses from operations and has limited working
capital to pursue its business alternatives; that these factors raised
substantial doubt about the Company’s ability to continue as a going concern;
that management’s plans with regard to these matters were also described in the
notes to the consolidated financial statements; and that the 2009 and 2008
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Such audit report did
not otherwise contain an adverse opinion or disclaimer of opinion or
qualification. During our two most recent fiscal years and the period
thereafter through the date of the Accounting Firm Transaction, there were no
disagreements with Goldstein Lewin on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which,
if not resolved to the satisfaction of Goldstein Lewin, would have caused such
entity to make reference to such disagreements in its reports. During
our two most recent fiscal years and through the date of the Accounting Firm
Transaction, no “reportable events” (as described in Item 304(a)(1)(v) of
Regulation S-K) occurred that would be required by Item 304(a)(1)(v) to be
disclosed in this report.
During
our two most recent fiscal years and the period thereafter through the date of
the Accounting Firm Transaction, neither we, nor anyone on our behalf, consulted
MHM regarding: (i) the application of accounting principles to a
specific completed or proposed transaction; (ii) the type of audit opinion that
might be rendered on our financial statements; or (iii) any matter that was
either the subject of a disagreement (as defined in Rule 304(a)(1)(iv) of
Regulation S-K promulgated under the Securities Act of 1933, as amended) or a
reportable event (as defined in Rule 304(a)(1)(v) of Regulation
S-K). However, MHM was previously the independent registered public
accounting firm for Cellegy Pharmaceuticals, Inc. Effective April 1,
2009, Adamis Pharmaceuticals Corporation, a private Delaware corporation (“Old
Adamis”), completed a “reverse merger” business combination transaction with
Cellegy Pharmaceuticals, Inc. (“Cellegy” and Cellegy before the effective time
of the merger sometimes referred to as “Old Cellegy”). The merger
agreement relating to the transaction provided for the merger of a newly-created
wholly owned subsidiary of Old Cellegy with and into Old Adamis, with Old Adamis
continuing as the surviving corporation and as a wholly owned subsidiary of Old
Cellegy. Pursuant to the merger, each outstanding share of common
stock of Old Adamis was converted into the right to receive one share of common
stock of Old Cellegy. Before the closing of the merger, Old Cellegy
effected a reverse split of its outstanding shares of common
stock. By virtue of the merger and the reverse split transaction, the
stockholders of Old Adamis were entitled to receive shares representing in
excess of 90% of the outstanding shares of the combined company after the
merger. The merger transaction was completed on April 1,
2009. In connection with the closing of the merger, the Company (Old
Cellegy) changed its name to Adamis Pharmaceuticals Corporation and Old Adamis
changed its name to Adamis Corporation. The transaction was accounted
for as a reverse merger, and the financial statements of Old Adamis became the
financial statements of the Company for financial reporting
purposes.
We have
requested Goldstein Lewin to review the disclosures contained in this report and
have asked them to furnish us with a currently dated letter addressed to the SEC
containing any new information, clarification of the expression of our views or
the respects in which it does not agree with the statements made by us in
response to Item 304(a) of Regulation S-K. A copy of such letter is filed as an
exhibit to this report.
Item
9.01 Financial
Statements and Exhibits
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(d)
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Exhibits:
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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.
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ADAMIS
PHARMACEUTICALS, INC.
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Dated:
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January
6, 2010
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By:
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/s/ Robert O. Hopkins
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Name:
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Robert
O. Hopkins
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Title:
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Chief
Financial Officer
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