8-K 1 v126019_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 1, 2008

GENEREX BIOTECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
   
Delaware
000-25169
98-0178636
(State or Other
(Commission
(IRS Employer
Jurisdiction of
File Number)
Identification
Incorporation)
 
Number)
 
 
 
33 Harbour Square, Suite 202, Toronto, Ontario Canada
M5J 2G2
(Address of Principal Executive Offices)
(Zip Code)
 
 
 
Registrant’s telephone number, including area code: (416) 364-2551
 
 
 
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):

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))

 
 
 
 
Item 4.01. Changes in Registrant's Certifying Accountant.
 
(a) On July 28, 2008, Generex Biotechnology Corporation (the "Company") received notice that, effective August 1, 2008, Danziger Hochman Partners LLP (“Danziger”), the Company's independent registered public accountants, merged with MSCM LLP, with MSCM LLP as the surviving entity ("MSCM"). On September 5, 2008, the Audit Committee of the Company's Board of Directors approved the engagement of MSCM as Danziger’s successor to continue as the Company's independent registered public accountant for the fiscal year ending July 31, 2008.
 
The reports of Danziger on the financial statements of the Company for the fiscal years ended July 31, 2007 and 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.
 
During the Company's fiscal years ended July 31, 2007 and 2006 and the subsequent interim period preceding the engagement of MSCM, there were no disagreements between the Company and Danziger on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Danziger, would have caused Danziger to make reference to the subject matter of the disagreements in connection with its audit reports on the Company's financial statements. During the Company's past fiscal years ended July 31, 2007 and 2006 and the interim period through the engagement of MSCM, Danziger did not advise the Company of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K.
 
On February 1, 2006, the Company engaged Danziger (formerly known as Danziger & Hochman, Chartered Accountants) to serve as the Company’s independent auditors for the fiscal year ending July 31, 2006. During the Company’s fiscal years ended July 31, 2005 and 2004, and the interim period through February 1, 2006, the Company had no consultations with Danziger concerning: (a) the application of accounting principles to a specific transaction or the type of opinion that might be rendered on the Company’s financial statements as to which the Company received a written report or 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-K. The initial appointment of Danziger as independent public accountants was unanimously approved by the Audit Committee of the Company’s Board of Directors.
 
(b) During the Company's fiscal years ended July 31, 2007 and 2006 and the subsequent interim period preceding the engagement of MSCM, the Company had no consultations with MSCM regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements as to which the Company received a written report or 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-K.
 
The Company has provided Danziger with a copy of the above disclosures as required by Item 304(a) of Regulation S-K in conjunction with the filing of this Form 8-K. The Company has requested that Danziger deliver to it a letter addressed to the Securities and Exchange Commission stating whether Danziger agrees with the disclosures made by the Company in response to Item 304(a) of Regulation S-K, and if not, stating the respects in which it does not agree. Danziger's letter is filed as Exhibit 16 hereto and incorporated herein by reference.
 
 
 
Item 9.01.
Financial Statements and Other Exhibits.
   
(d)  Exhibits.
 
Exhibit No.
Description
   
16     Letter of Concurrence From Danziger Hochman Partners LLP Regarding Change in Certifying Accountant

 
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.
 
 
 
 
 
GENEREX BIOTECHNOLOGY CORPORATION
 
 
 
 
 
 
Date: September 10, 2008
By:  
/s/ Rose C. Perri
 
Chief Operating Officer and
 
Chief Financial Officer
(principal financial officer)
 

 
 
 

EXHIBIT INDEX

Exhibit No.
Description
   
16     Letter of Concurrence From Danziger Hochman Partners LLP Regarding Change in Certifying Accountant