SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or
15(d) of The Securities Act of 1934
Date of Report (Date of earliest event reported):
November 2, 1999 (November 2, 1999)
IMMUNE RESPONSE, INC.
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(Exact name of registrant as specified in its charter)
COLORADO 33-17922-C 84-0950197
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
7315 East Peakview Avenue
Englewood, Colorado 80111
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (303) 796-8139
(Former name or former address, if changed since last report.)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On November 2, 1999, Immune Response, Inc. (the "Registrant") dismissed
Davis & Co., CPA's, P.C. as its independent certified public accountant. There
have been no adverse opinions, disclaimers of opinion or qualifications or
modifications as to audit scope or accounting principles regarding the reports
of Davis & Co., CPA's, P.C. on the Registrant's financial statements for each of
the fiscal years ended December 31, 1998 and 1997, or any subsequent interim
period. The Registrant's Board of Directors approved the change of accountants
and that action was ratified by the Board of Directors of the Registrant as it
has no formal audit committee. There were no disagreements with Davis & Co.,
CPA's, P.C. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures leading to their
dismissal.
For the fiscal years ended December 31, 1998 and 1997, the auditors report
contained a qualification as to uncertainty which read as follows for the year
ended December 31, 1998:
"The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 8, the Company
has minimal capital resources presently available to meet obligations which
normally can be expected to be incurred by similar companies, and has an
accumulated deficit of ($924,145) at December 31, 1998. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 8. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty."
There were no reportable events, in each case, during either of the
Registrant's two most recent fiscal years or any subsequent interim period.
(b) Simultaneously with the dismissal of its former accountants, the
Registrant approved and engaged Gelfond Hochstadt Pangburn, P.C. to act as its
independent certified public accountant as successor to Davis & Co., CPA's, P.C.
During the Registrant's two most recent fiscal years or subsequent interim
periods the Registrant has not consulted Gelfond Hochstadt Pangburn, P.C.
regarding 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 Registrant's financial statements, or any matter that was the
subject of a disagreement or a reportable event.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
16.1 Letter from Davis & Co., CPA's, P.C. dated November 2, 1999,
addressed to the Securities and Exchange Commission.
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SIGNATURES
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.
IMMUNE RESPONSE, INC.
Date: November 2, 1999 By: /s/ Joseph W. Hovorka
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Joseph W. Hovorka, President
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[Letterhead - Davis & Co., CPA's, P.C.]
November 2, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Immune Response, Inc.
SEC File No.: 33-17922-C
Ladies and Gentlemen:
Relative to the change in auditors, we have read the statements made by Immune
Response, Inc. We understand that these statements are being filed with the
Commission, pursuant to Item 4 of the Company's Form 8-K report dated November
2, 1999. We agree with the statements concerning our firm in such Form 8-K.
Sincerely,
DAVIS & CO., CPA's, P.C.
/s/ Carol A. Davis
Carol A. Davis
Certified Public Accountant
cc: Immune Response, Inc. - Joseph W. Hovorka
