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UNITED STATES Washington, D.C.
20549 ___________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 Date of report (date of earliest event reported): July
13, 2005 Commission File No.: 01-12584 Delaware 13-3808303 (State of Incorporation) (I.R.S. Employer
Identification No.) 1220 Glenmore Drive
Apopka, FL 32712 (Address Of Principal
Executive Offices) (ZIP Code) REGISTRANT'S
TELEPHONE NUMBER, INCLUDING AREA CODE: (407) 880-2213 ITEM 1.03 BANKRUPTCY
OR RECEIVERSHIP Back to Table
of Contents Sheffield Pharmaceuticals,
Inc., a Delaware corporation, is sometimes referred to herein as "we",
"us", "our", "Company" and the "Registrant". The Company was incorporated in 1986 in Canada and changed its domicile to
Delaware June 13, 1995. In 1992, the Company registered its shares of common stock under
the Securities Exchange Act of 1934. The Company has been delinquent in filing its
periodic reports under the Exchange Act since June 2003 due to the bankruptcy discussed
below. The Registrant is filing this report on Form 8-K and plans shortly to file past due
annual reports on Form 10-KSB for the years ended December 31, 2003 and December 31, 2004,
which contain our audited financial statements for the respective periods. We also plan to
file past due quarterly reports on Form 10-QSB for the periods due in 2003, 2004 and the
present year 2005, for the purpose of becoming current under our Securities Exchange Act
of 1934 reporting and disclosure obligations. On June 6, 2003, the Sheffield
Pharmaceuticals, Inc. filed a petition for relief under Chapter 7 of the Bankruptcy Code
in the United States Bankruptcy Court, Western District of New York, case no. 03-22303.
The Company's properties were transferred to a United States Trustee and the Company
terminated its business operations. By June 2004, the Bankruptcy Trustee had disposed of
substantially all the assets of the Company. On June 7th 2005, the Trustee for Sheffield
in proceedings under Chapter 7 of US Bankruptcy Code filed a notice of motion for the sale
of the Companys corporate entity and 70,000,000 restricted shares of the
Companys authorized yet unissued common stock. On July 6, 2005 pursuant to 11 USC Section363(m) the Trustee sold and
transferred all of the Trustees right title and interest in and to seventy million
shares of the restricted common stock of Sheffield to Glenin Bay Equity LLC. The Order
authorizing and approving the Sale of Sheffield Pharmaceuticals, Inc., is attached as
exhibit 2.1 to this Form 8-K. ITEM
4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Back to Table of Contents (i) On July 8, 2005, the Company authorized the engagement of Michael
F. Cronin, Certified Public Accountant, 1574 Eagle Nest Circle, Winter Springs, FL 32708
to serve as the Company's new independent public accountant for the purpose of auditing
the Company's financial statements. During the two fiscal years ended December 31, 2004 and 2003 and
through July 8, 2005, the Company has not consulted with Cronin regarding either: a. The application of accounting principles to any specific
transaction, either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, and neither a written report was provided
to Cronin nor oral advice was provided that Cronin concluded was an important factor
considered in reaching a decision as to the accounting, auditing or financial reporting
issue; or (ii) The Companys previous independent accountant Rotenberg &
Co. was dismissed on July 14, 2005 with an effective date of June 6, 2003. During the last
two years ended December 31, 2003 and 2004 and in the subsequent interim periods through
the date of dismissal, Rotenberg provided no audit services to the Company due to the June
2003 Chapter 7 filing by the Registrant. Nothing has come to the attention of the Company
or our current independent accountant to cause us to believe there are any material
misstatements in the previously filed financial statements audited or reviewed by
Rotenberg & Co. (iii) Rotenberg last prepared an audit report on Sheffield for the year
ended December 31, 2002 whose report, dated April 4, 2003, expressed an unqualified
opinion on those statements with an explanatory paragraph related to the going concern
issue. The going concern statement concluded that the Company is in the development stage
and to date has been principally engaged in research, development and licensing efforts.
The Company has generated minimal operating revenue, sustained significant net operating
losses, and requires additional capital that the Company intends to obtain through
out-licensing of rights to its technology, as well as through equity and debt offerings,
to continue to operate its business. The Company's ability to meet its obligations as they
become due and to continue as a going concern must be considered in light of the expenses,
difficulties and delays frequently encountered in developing a new business, particularly
since the Company will focus on product development that may require a lengthy period of
time and substantial expenditures to complete. Since the filing of the 2002 10-KSB there have been no disagreements
with Rotenberg & Co. on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Rotenberg would have caused Rotenberg to make reference to the matter in
their report. The financial statements of Sheffield Pharmaceuticals, Inc. as of
December 31, 2001 and 2000 and for the period from October 17, 1986 (inception) through
December 31, 2001, were audited by other auditors whose report, dated February 12, 2002,
expressed an unqualified opinion on those statements with an explanatory paragraph related
to the going concern issue. (iv)Sheffield has requested Rotenberg to furnish it a letter addressed
to the Securities & Exchange Commission stating whether it agrees with the above
statements. A copy of that letter, dated July 13, 2005 is filed as Exhibit 16.1 to the
Companys Form 8-K filed on July 15, 2005. It is the Company's intention to seek to become current in its reporting and disclosure
obligations under the Exchange Act by regularly filing timely and reliable reports as
required. ITEM 5.01 CHANGES IN CONTROL OF
REGISTRANT Back to Table
of Contents The Company was incorporated in 1986 in Canada and changed its domicile
to Delaware June 13, 1995. In 1992, the Company registered its shares of common stock
under the Securities Exchange Act of 1934. The Company has been delinquent in filing its
periodic reports under the Exchange Act since June 2003 due to the bankruptcy discussed
below. The Registrant is filing this report on Form 8-K and plans shortly to file past due
annual reports on Form 10-KSB for the years ended December 31, 2003 and December 31, 2004,
which contain our audited financial statements for the respective periods. We also plan to
file past due quarterly reports on Form 10-QSB for the periods due in 2003, 2004 and the
present year 2005, for the purpose of becoming current under our Securities Exchange Act
of 1934 reporting and disclosure obligations. On June 6, 2003 the Sheffield filed a petition for relief under Chapter
7 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of New York
(case no. 03-22303). The Company's properties were transferred to a United States Trustee
and the Company terminated its business operations. By June 2004, the Bankruptcy Trustee
had disposed of substantially all the assets of the Company. On June 7th 2005, the Trustee
for Sheffield Pharmaceuticals, Inc. filed a notice of motion for the sale of the
Companys corporate entity and 70,000,000 shares of the Companys unissued
common stock bearing a restrictive legend. On July 6th, 2005 the U.S. Bankruptcy Court
completed the sale of Sheffield Pharmaceuticals, Inc. to Glenin Bay Equity LLC. The Order authorizing the sale of the Company provided for a change in
control of the Company and allowed the purchaser to appoint a new Director. The court
order provided that the sale was free and clear of liens, claims and encumbrances pursuant
to 11 USC Section 363(f) and that the sale was free and clear of any and all real or
personal property interests. In connection with the change in control on July 8, 2005,
Michael F. Manion became our sole director and officer. As of the date of this filing, Mr. Manion has paid for the benefit of
the Company a total of approximately $57,500, which monies have been applied principally
to pay expenses, including accounting fees, reinstatement fees, and legal and professional
fees related to the preparation and filing of our past due reports under the Exchange Act.
These filings are intended to permit us to again become current under the reporting
requirements of the Exchange Act. While we are dependent upon limited interim payments
made on behalf of the Company by Mr. Manion to pay professional fees, we have no written
finance agreement with Mr. Manion to provide any continued funding. On July 12, 2005, the Company filed with the State of Delaware a
Certificate of Renewal, Restoration and Revival of Certificate of Incorporation, executed
by Michael F. Manion, the new sole director and officer of the Company The following table contains information regarding the shareholder
ownership of the Company's director/executive officer and those persons or entities who
beneficially own more than 5% of the Company's shares. At the date of this Form 8-K, we
know of no other person or entity owning more that 5% of the Company's issued and
outstanding shares. Name Voting Securities Beneficially owned Percentage Owned(1) 70.3% Michael F. Manion, 55, was appointed President and sole Director of
Sheffield Pharmaceuticals, Inc. at a board meeting held July 8, 2005 after the entry of a
Court Order in the US Federal Bankruptcy Court Western District of New York authorizing
the purchase of Sheffield Pharmaceuticals, Inc. by Glenin Bay Equity LLC. Mr. Manion has
experience in coordinating and financing a plan of restoration whereby the compliance and
reporting deficiencies of a public corporation may be remedied and such entity may become
current in its reporting and disclosure obligations under the Exchange Act. From June 2003 through June 2004, Mr. Manion was the sole Director and
Officer of Sun City Industries, Inc. during which time a plan of restoration and capital
restructuring was completed. He resigned on June 28, 2004 while Sun City was being quoted
on the OTCBB. From January 2004 through May 2004 Mr. Manion was a Director of eChex
Worldwide Corp during which time it completed a reorganization and merger acquisition. He
resigned on June 1, 2004 while eChex was being quoted on the OTCBB. In 2002 he was one of
the directors of Enchanted Village Inc. while a plan of restoration for that bankrupt
corporation was initiated. Following the shareholder meeting of Enchanted Village, Mr.
Manion resigned as a director. Since March 2001 Mr. Manion has been an entrepreneur
developing a database of publicly held corporations that have declared bankruptcy. He is a
cum laude graduate of the Wharton School of Business at the University of Pennsylvania. ITEM
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS Back to
Table of Contents Pursuant to the Order, the former directors of the Company were deemed
removed from office and the Court authorized the appointment of Michael F. Manion to be
the sole director of the Company. ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS Back to Table of Contents (a) On July 5, 2005 the SEC mailed notice to the Trustee notifying the
Company that the Registrant is not in compliance with its reporting requirements under
Section 13(a) of the Securities Exchange Act of 1934 and if the deficiencies are not
addressed within fifteen days from the date of the letter the Registrant may be subject to
an administrative proceeding to revoke its registration under the Act. The Company will
file audited financial statements prepared according to Regulation S-X on its Form 10-KSB
as soon as practical and expects to file the delinquent 10-QSBs to fulfill its
reporting requirements before the 15 day deadline. (b) The following documents are filed as exhibits to
this current report on Form 8-K or incorporated by reference herein. Any document
incorporated by reference is identified by a parenthetical reference to the SEC filing
that included such document. Exhibit
No. SIGNATURES Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated. UNITED STATES BANKRUPTCY COURT In Re:
SHEFFIELD PHARMACEUTICALS, INC. BK No.: 03-22303
Chapter
7
ORDER
AUTHORIZING Debtor. Lucien A. Morin, 11, Chapter 7 Trustee,
having moved this Court for an order authorizing the Trustee to sell the corporate shell
of the debtor by transferring 70,000,000 of the authorized yet unissued shares
("Shares") to Glenin Bay Equity, LLC, a Florida limited liability company
("Glenin"), and opposition having been filed by the Securities Exchange
Commission by letter of Nathan M. Fuchs, Esq., dated June 24, 2005, and a Response having
been filed by Glenin on July 5, 2005, and this matter having come on to be heard on July
6, 2005, upon notice to all creditors and after hearing McConville, Considine, Cooman
& Morin, P.C. (Lucien A. Morin, II, Esq. of counsel), attorneys for the Trustee, and
Woods Oviatt Gilman, LLP (Paul S. Groschadl, Esq. of counsel) attorneys for Glenin, in
support thereof, and Nathan M. Fuchs, Esq.on behalf of the United States Securities and
Exchange Commission, Northeast Regional Office, in opposition thereto, and this Court
having found pursuant to 11 U.S.C. Section 363 that the purchase of the Shares pursuant to
the Contract is in good faith and that Glenin is a good faith purchaser entitled to the
protections of 11 U.S.C. Section 363(m), it is hereby ORDERED, that the Trustee's motion is hereby granted, and it is further
ORDERED,
that the Trustee be authorized to execute the Contract For Sale in the form attached to
the Trustee's application, and it is further
ORDERED,
that the Trustee be authorized to sell and transfer all of the Trustee's right title and
interest in and to 70,000,000 million shares of the common stock of the debtor to Glenin
Bay Equity, LLC, a Florida limited liability company, 1220 Glenmore Drive, Apopka, FL
32712 for the sum of $35,000, and it is further
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
___________________
SHEFFIELD PHARMACEUTICALS, INC.
(Exact Name of Registrant
as Specified in its Charter)
b. Any matter that was either subject of disagreement or event, as defined in Item
304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item 304 of Regulation
S-B, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of
Regulation S-B.
Michael F. Manion, President and
Director
1220 Glenmore Drive, Apopka, FL 32712 70,000,000
70.3%
All officers and
directors (1 person)
70,000,000
(1) The percentage and
ownership is based on 99,563,712 shares outstanding as of July 13, 2005.
Description
2.1
Order of Bankruptcy Court Approving
Sale of Sheffield Pharmaceuticals, Inc. corporate shell dated July 6, 2005 filed herewith.
16.1
Letter on change in certifying
accountant
/s/ Michael F. Manion
Michael F. Manion
CEO, CFO and Chairman of the Board
Date: July 15, 2005
WESTERN DISTRICT OF NEW YORK
SALE
OF CORPORATE SHELL
AND
UNISSUED STOCK
PURSUANT
TO 11 U.S. C. Section 363
ORDERED, that any and all interest of the debtor in its real or personal property shall remain with the Trustee for further administration under the Bankruptcy Code and shall no longer be owned or controlled by the debtor, and it is further
ORDERED, that the Shares shall be subject to a restrictive legend to the buyer, and it is further
ORDERED, no further shares or equity securities, other than the Shares transferred pursuant to this order, shall be issued during this bankruptcy proceeding and it is further,
ORDERED, that no order shall be entered dissolving the debtor prior to or at the close of this Chapter 7 case.
Dated: July 6, 2005
Rochester, New York
Hon.
John C. Ninfo, II
U.
S. Bankruptcy Judge
Exhibit 16.1
July 14, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen,
We have read Item 4.01 of Form 8-K dated July 15, 2005 of Sheffield Pharmaceuticals, Inc. and are in agreement with the statements contained in paragraphs (ii) - (iv) of Item 4.01 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ Rotenberg & Co.