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): August 16,
2010
PROPHASE
LABS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other
jurisdiction
of incorporation)
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0-21617
(Commission
File
Number)
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23-2577138
(I.R.S.
Employer
Identification
No.)
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621
Shady Retreat Road
Doylestown,
PA
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18901
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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: (215) 345-0919
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.
On August 16, 2010, ProPhase Labs, Inc.
(the “Company”) was notified that Amper, Politziner and Mattia, LLP (“Amper”),
the Company’s independent registered public accounting firm, has combined its
practice with that of Eisner LLP (“Eisner”) and the name of the combined
practice operates under the name EisnerAmper LLP. The Audit Committee
of the Company’s Board of Directors has engaged EisnerAmper LLP to serve as the
Company’s new independent registered public accounting firm. The
combination of Amper with Eisner and the engagement by the Company of
EisnerAmper LLP operates as a technical change of the Company’s certifying
accountant. Accordingly, the Company is filing this Form 8-K to
provide the information required by Item 4.02.d
During the Company’s fiscal years ended
December 31, 2009 and 2008, and through the date of this Current Report on Form
8-K, the Company did not consult with Eisner regarding any of the matters or
reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation
S-K.
In connection with the audit of the
Company’s consolidated financial statements for the years ended December 31,
2009 and 2008 and through the date of this Current Report on Form 8-K, there
were no (i) disagreements between the Company and Amper 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
Amper, would have caused Amper to make reference to the subject matter of the
disagreement in their report on the Company’s financial statements for such year
or for any such reporting period since the Company’s last fiscal year end and
(ii) no reportable events within the meaning set forth in item 304(a)(1)(v) of
Regulation S-K.
The Company has provided Amper a copy
of the disclosures contained in this Form 8-K and has requested that Amper
furnish it with a letter addressed to the Securities and Exchange Commission
stating whether or not Amper agrees with the Company’s statements in this Item
4.01. A copy of the letter dated August 16, 2010 furnished by Amper
in response to that request is filed as Exhibit 16.1 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
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No.
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Description
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16.1
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Letter
from Independent Public Accounting Firm Dated August 16,
2010
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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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ProPhase Labs,
Inc. |
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By:
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/s/
Robert V. Cuddihy, Jr. |
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Robert V. Cuddihy, Jr.
Chief Operating
Officer |
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Date:
August 17, 2010
EXHIBIT INDEX
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No.
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Description
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16.1
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Letter
from Independent Public Accounting Firm Dated August 16,
2010
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