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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2006
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A.P. Pharma, Inc.
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(Exact name of registrant as specified in its charter)
000-16109
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(Commission File Number)
Delaware 94-2875566
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
123 Saginaw Drive
Redwood City, CA 94063
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(Address of principal executive offices, with zip code)
(650) 366-2626
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(Registrant's telephone number, including area code)
N/A
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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 (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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) As previously disclosed by A.P. Pharma, Inc. (the
"Company") on a Current Report on Form 8-K filed on February 1,
2006, as amended on February 6, 2006, the Company received notice
from Ernst & Young LLP ("E&Y") that E&Y was resigning as the
Company's independent registered public accounting firm effective
upon the filing by the Company of its Form 10-K annual report for
the year ended December 31, 2005.
On March 31, 2006 upon the filing by the Company of its Form
10-K annual report for the year ended December 31, 2005, E&Y's
resignation became effective. E&Y audit reports on the Company's
consolidated financial statements for the fiscal years ended
December 31, 2005 and 2004 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.
In connection with the audits of the Company's financial
statements for each of the two years ended December 31, 2005 and
2004 and for the interim period subsequent to December 31, 2005
through March 31, 2006, there were no disagreements with E&Y on
any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of E&Y, would have caused E&Y to
make reference to the matter in their report.
There were no "reportable events" as that term is described
in paragraph (a)(1)(v) of Item 304 under Regulation S-K.
The Company has requested E&Y to furnish it a letter
addressed to the Commission stating whether it agrees with the
above statements. A copy of that letter dated March 31, 2006 is
filed as Exhibit 16 to this Form 8-K.
(b) On March 31, 2006, the Audit Committee of the Company's
Board of Directors engaged Odenberg Ullakko Muranishi & Co. LLP
("OUM") as the Company's independent registered public accounting
firm for the year ending December 31, 2006.
During the years ended December 31, 2005 and 2004 and
through March 31, 2006, the effective date of the engagement of
OUM as the Company's independent registered public accounting
firm, neither the Company nor anyone on its behalf has consulted
OUM with respect either (i) to the application of accounting
principles to a specified transaction either completed or
proposed; or (ii) to the type of audit opinion that might be
rendered on the Company's financial statements, and neither a
written report was provided to the Company nor oral advice was
provided that OUM concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing
or financial reporting issue, or any matter that was either (i)
the subject of a disagreement as defined in Item 304(a)(1)(iv) of
Regulation S-K promulgated by the Securities and Exchange
Commission (the "SEC") or (ii) a "reportable event" as defined in
Item 304(a)(1)(v) of Regulation S-K promulgated by the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
16.1 Letter from Ernst & Young LLP
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.
A.P. PHARMA, INC.
Date: April 5, 2006 By: /S/ Gordon Sangster
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Gordon Sangster
Chief Financial Officer
Exhibit 16.1
March 31, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Gentlemen:
We have read Item 4.01 of Form 8-K/A dated April 5, 2006, of A.P.
Pharma, Inc. and are in agreement with the statements contained
in the first, second, third and fourth paragraphs on page two
therein. We have no basis to agree or disagree with the other
statements of the registrant contained therein.
/s/Ernst & Young LLP