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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JUNE 17, 2005
PACIFICHEALTH LABORATORIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-23495 22-3367588
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
100 MATAWAN ROAD, SUITE 420, MATAWAN, NJ 07747-3913
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (732) 739-2900
N/A
(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))
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This Amendment No. 1 to Current Report is filed for purposes of including
Exhibit 16. No changes have been made to the text of the disclosures.
ITEM 4.01 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 17, 2005, Eisner, LLP ("Eisner") resigned as the auditor for
PacificHealth Laboratories, Inc. Effective June 28, 2005 we engaged Weiser, LLP
("Weiser") to serve as the independent public accountants to audit our financial
statements for the fiscal year ending December 31, 2005.
Eisner's reports on our financial statements for the fiscal years ended December
31, 2004 and December 31, 2003 did not contain an adverse opinion or a
disclaimer of opinion, and were not modified as to uncertainty, audit scope or
accounting principles, except that Eisner's report on our financial statements
for the fiscal year ended December 31, 2004 did contain an explanatory paragraph
regarding their substantial doubt as to our ability to continue as a going
concern, and the lack of any adjustments to the financial statements that might
result from that circumstance.
During our past two fiscal years and the interim period through June 17, 2005,
we had no disagreements with Eisner on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Eisner's satisfaction, would have caused Eisner to
make reference to the subject matter of the disagreement in connection with its
report. During our past two fiscal years and the interim period through June 17,
2005, Eisner did not advise us of any of the matters specified in Item
304(a)(1)(B) of Regulation S-B.
During our fiscal years ended December 31, 2004 and December 31, 2003, and the
interim period through June 28, 2005, we have had no consultations with Weiser
concerning: (a) the application of accounting principles to a specific
transaction or the type of opinion that might be rendered on our financial
statements as to which we received oral advice that was an important factor in
reaching a decision on any accounting, auditing or financial reporting issue; or
(b) any disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-B.
The appointment of Weiser as independent public accountants replacing Eisner was
approved by the Board of Directors and audit committee of PacificHealth
Laboratories, Inc.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
16. Letter from Eisner, LLP, addressed to the Securities and Exchange Commission
regarding its agreement to the statements made herein.
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.
PACIFICHEALTH LABORATORIES, INC.
Dated: July 28, 2005 By: /s/ Stephen P. Kuchen
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Stephen P. Kuchen
Chief Financial Officer
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