Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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 11, 2008
APEX
BIOVENTURES ACQUISITION CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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6770
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20-4997725
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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18
Farm Lane
Hillsborough,
California 94010
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (650)
344-3029
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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¨
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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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¨
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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
On
January 11, 2008, Apex Bioventures Acquisition Corporation (the “Company”) was
notified that the partners of Goldstein Golub Kessler LLP (“GGK”), the Company’s
independent registered public accounting firm, became partners of
McGladrey & Pullen, LLP in a limited asset purchase agreement and that,
as a result thereof, GGK has resigned as independent registered public
accounting firm for the Company. McGladrey & Pullen, LLP was
engaged on January 17, 2008 as the Company’s new independent registered public
accounting firm.
The
audit
reports of GGK on the financial statements of Apex Bioventures Acquisition
Corporation at June 13, 2007, February 28, 2007, December 31, 2006 and June
30, 2006 and the related statements of operations, stockholders’ equity and cash
flows for the cumulative period from June 1, 2006 (inception) to June 13, 2007,
the period from January 1, 2007 to June 13, 2007, the period from January 1,
2007 to February 28, 2007, the cumulative period from June 1, 2006 (inception)
to February 28, 2007, the period from June 1, 2006 to December 31, 2006 and
the
period from June 1, 2006 (inception) to June 30, 2006 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles except that the audit report
on the financial statements for the period ended February 28, 2007 and December
31, 2006 included a going concern explanatory paragraph.
The
decision to engage McGladrey & Pullen, LLP was approved by the audit
committee of the Company’s board of directors.
During
the Company’s initial audit period from June 1, 2006 (inception) to
December 31, 2006, and through the date of this Current Report, the Company
did not consult with McGladrey & Pullen, LLP on (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that may be rendered on
the
Company’s financial statements, and McGladrey & Pullen, LLP did not
provide either a written report or oral advice to the Company that
McGladrey & Pullen, LLP concluded was an important factor considered by
the Company in reaching a decision as to any accounting, auditing, or financial
reporting issue; or (ii) any matter that was the subject of any
disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions, or a reportable event within the meaning set forth in
Item
304(a)(1)(v) of Regulation S-K.
During
the period from June 1, 2006 (inception) to December 31, 2006 and through
the date of this Current Report, there were: (i) no disagreements between
the Company and GGK on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of GGK, would have caused
GGK
to make reference to the subject matter of the disagreement in their reports
on
the Company’s financial statements for such years, and (ii) no reportable
events within the meaning set forth in Item 304(a)(1)(v) of Regulation
S-K.
The
Company has provided GGK a copy of the disclosures in this Form 8-K prior
to the filing with the Securities and Exchange Commission (“SEC”) and has
requested that GGK furnish it with a letter addressed to the SEC stating whether
or not GGK agrees with the Company’s statements in this Item 4.01. A copy of the
letter dated January 17, 2008 furnished by GGK in response to that request
is
filed as Exhibit 99.1 to this Form 8-K.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c)
Exhibits.
99.1 Letter
furnished by GCK in response to the Company’s request, addressed to
the Securities
and Exchange Commission, dated January 17, 2008, indicating
their agreement
with the statements contained in the Form 8-K filing.
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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APEX
BIOVENTURES ACQUISITION CORPORATION
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/s/
Darrell J. Elliott
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Darrell
J. Elliott
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Chairman
and Chief Executive Officer
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Dated
January 17, 2008
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Letter
of Goldstein Golub Kessler LLP, dated January 17,
2008
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