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): March 31, 2008
_____________________
ORAMED
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction
of
incorporation)
|
000-50298
(Commission
File Number)
|
98-0376008
(IRS
Employer
Identification
No.)
|
2
Elza Street
Jerusalem,
Israel 93706
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: 972-54-790-9058
_____________________
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):
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))
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ITEM
4.01
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CHANGES
IN REGISTRANT’S CERTIFYING ACCOUNTANT.
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(a) On
March
31, 2008, the Board of Directors of the Company dismissed its independent
registered public accounting firm, Malone & Bailey, PC (“M&B”).
During
the Company's two most recent fiscal years, the opinion of M&B on the
Company's financial statements did not contain an adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope
or
accounting principles, except that there was an explanatory paragraph describing
conditions that raised substantial doubt about the Company's ability to continue
as a going concern.
During
the Company's two most recent fiscal years, and through the date of their
dismissal, there were no disagreements with M&B, whether or not resolved, on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to M&B’s satisfaction, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its report.
During
the Company’s two most recent fiscal years, and through the date of their
dismissal, there were no “reportable events” (as defined in Item 304(a)(1)(v) of
Regulation S-K), except that the Board of Directors discussed with M&B the
lack of effective internal controls following M&B’s identification of equity
adjustments and a disclosure omission in the audit process as more fully
discussed in the Company’s Annual Report on Form 10-KSB for the year ended
August 31, 2007, filed December 12, 2007 with the Securities and Exchange
Commission (the "SEC"). The Company reported that appropriate adjustments and
footnote disclosures were recorded and disclosed in the Form 10-KSB, that the
Company was in the process of improving its disclosure and internal controls
in
an effort to remediate those deficiencies, and that the Company was continuing
its efforts to improve and strengthen its control processes and procedures
to
fully remedy those deficiencies. The Company’s management and directors reported
that they were continuing to work with the Company’s auditors and other outside
advisors to ensure that its controls and procedures are adequate and
effective. The
Company has authorized M&B to respond fully to the inquiries of the
Company’s new independent registered public accounting firm concerning the
effectiveness of the Company’s internal controls.
The
Company has provided M&B with a copy of this Form 8-K prior to its filing
with the SEC. M&B has provided the Company with a letter, addressed to the
SEC, which is attached as Exhibit 16.1.
(b)
Effective
as of April 1, 2008, the Board of Directors approved and the Company retained
PricewaterhouseCoopers LLC (“PwC”), as its new independent registered public
accounting firm for the fiscal year ending August 31, 2008. The Company did
not,
nor did anyone on its behalf, consult PwC during the Company's two most recent
fiscal years and any subsequent interim period prior to the Company's engagement
of that firm regarding the application of accounting principles to a specified
transaction (completed or proposed), the type of audit opinion that might be
rendered on the Company's financial statements, any matter being the subject
of
disagreement or "reportable event" or any other matter as defined in Regulation
S-K, Item 304 (a)(1)(iv) or (a)(1)(v).
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(c)
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Exhibits
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16.1
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Letter
from Malone & Bailey, PC to the Securities and Exchange Commission
dated March 31, 2008.
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2
SIGNATURE
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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ORAMED
PHARMACEUTICALS INC.
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Dated:
April 4, 2008
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By:
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/s/
Nadav Kidron
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Nadav
Kidron
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President,
CEO and Director
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3
March
31,
2008
U.S.
Securities and Exchange Commission
450
Fifth
Street, N.W.
Washington,
DC 20549
RE: Oramed
Pharmaceuticals, Inc.
File
No.:
0-50298
We
have
read the statements under Item 4.01 of the Current Report on Form 8-K to be
filed with the Securities and Exchange Commission on March 31, 2008 regarding
the change of auditors. We agree with all statements pertaining to us.
We
have
no basis to agree or disagree with statements pertaining to the successor
accountants.
Malone
& Bailey, PC
www.malone-bailey.com
Houston,
Texas