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): April 5, 2006
Assured
Pharmacy, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-33165
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98-0233878
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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17935
Sky Park Circle, Suite F, Irvine, CA
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92614
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 949-222-9971
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___________________________________________________
(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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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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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[
]
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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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SECTION
4 - Matters Related to Accountants and Financial
Statements
Item
4.01 Changes
in Registrant’s Certifying Accountant.
On
April
5, 2006, Squar, Milner, Reehl & Williamson, LLP (the “Squar Milner”) was
dismissed as the Company’s independent registered public accounting firm. The
Company has engaged Miller, Ellin & Co. LLP as its principal accountants
effective April 5, 2006. The decision to change accountants was approved by
the
Company’s board of directors. The Company did not consult with Miller, Ellin
& Co. LLP on any matters prior to retaining such firm as its principal
accountants.
Squar
Milner’s audit reports on the consolidated financial statements of the Company
for the fiscal years ended December 31, 2005 and December 31, 2004 contained
no
adverse opinion or disclaimer of opinion, nor were they qualified or modified
as
to uncertainty, audit scope or accounting principles, except that the audit
reports on the financial statements of the Company for the fiscal years ended
December 31, 2005 and December 31, 2004 contained an uncertainty about the
Company’s ability to continue as a going concern.
During
the years ended December 31, 2005 and December 31, 2004, and through the
subsequent period ended April 5, 2006, there were no disagreements with Squar
Milner on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not resolved
to the satisfaction of Squar Milner would have caused them to make reference
thereto in their reports on the consolidated financial statements for such
periods.
During
the years ended December 31, 2005 and December 31, 2004, and through the
subsequent period ended April 5, 2006, Squar Milner did not advise the Company
with respect to any of the matters described in paragraphs (a)(1)(iv)(A) or
(B)
of Item 304 of Regulation S-B except as follows:
On
March
30, 2006, Squar Milner advised the Company’s board of directors about a material
weakness in the internal control that the Company does not have sufficient
staffing in the financial reporting and accounting departments regarding the
specialized knowledge and expertise in accounting principles generally accepted
in the United States ("GAAP") that is necessary to (i) prevent errors in
financial reporting and related disclosures and (ii) otherwise comply with
accounting pronouncements.
On
April
10, 2006, the Company provided Squar Milner with its disclosures in this Form
8-K disclosing the dismissal of Squar Milner and requested in writing that
Squar
Milner furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether or not they agree with such disclosures.
Squar Milner’s response is filed as an exhibit to this Current Report on Form
8-K.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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.
Assured
Pharmacy, Inc.
/s/
Robert Delvecchio
Robert
DelVecchio
Chief
Executive Officer & Chief Financial Officer
Date:
April
11, 2006