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EX-16.1 - EXHIBIT161 - ASSURED PHARMACY, INC.exhibit161.htm
 
 
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):  February 11, 2013
 
Assured Pharmacy, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
333-181361
98-0233878
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

2595 Dallas Parkway, Suite 206, Frisco, Texas
75034
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:   (972) 668-7394
 
______________________________________________________________
(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:
 
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 4.01. Changes in Registrant’s Certifying Accountant.
 
(a)  Dismissal of Independent Accountant Previously Engaged as Principal Accountant.
 
On February 11, 2013, Assured Pharmacy, Inc.  (the “Company”), at the direction and approval of the Board of Directors (the “Board”) of the Company, dismissed UHY LLP (“UHY”) as the Company’s independent registered public accounting firm, effective February  11, 2013.
 
During the years ended December 31, 2011 and 2010 and through the date of this Form 8-K, there were no (1) disagreements with UHY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to its satisfaction would have caused UHY to make reference in its reports on the Company’s consolidated financial statements for such years to the subject matter of the disagreement, or (2) “reportable events,” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.
 
The audit reports of  UHY on the consolidated financial statements of the Company, as of and for the years ended December 31, 2011 and 2010, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to audit scope, or accounting principles.  The audit reports did include an explanatory paragraph concerning the Company’s ability to continue as a going concern.
 
The Company has provided UHY with a copy of the disclosures in this Form 8-K prior to the date that these disclosures were filed with the Securities and Exchange Commission (the “Commission”). The Company requested that UHY furnish to the Company a letter addressed to the Commission stating whether it agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. A copy of UHY’s letter, dated February 11, 2013, indicating that it is in agreement with such disclosures is attached as Exhibit 16.1 hereto.
 
(b) Engagement of New Independent Accountant as Principal Accountant.
 
Effective February 11, 2013, the Company’s Board of Directors approved the engagement of BDO USA, L.P.  (“BDO”) as the Company’s new independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2012.
 
During the Company’s two most recent fiscal years and the subsequent interim period preceding BDO’s engagement, neither the Company nor anyone on behalf of the Company consulted with BDO regarding the application of accounting principles to any specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements, and BDO did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or any matter that was the subject of a “disagreement” or a “reportable event,” as such terms are defined in Item 304(a)(1) of Regulation S-K.
 
Item 9.01. Financial Statements and Exhibits.

(d)           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.


Date:  February 11, 2013

ASSURED PHARMACY, INC.
 
 
   
By:
 
 /s/  Robert DelVecchio                                                                               
Name:
 
        Robert DelVecchio
Title:
 
        Chief Executive Officer


 
 
 
 
 
 

 

 
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