Item 4.01. Changes in Registrant's Certifying Accountant.
Effective as of October 10, 2008, the Audit Committee of the Board of
Directors of Marshall Edwards, Inc. (the "Company") engaged BDO Kendalls Audit &
Assurance (NSW-VIC) Pty Ltd ("BDO Kendalls A&A") as the independent registered
public accounting firm to audit the Company's financial statements for the
fiscal year ended June 30, 2009. The Audit Committee approved the appointment of
BDO Kendalls A&A to replace BDO Kendalls NSW ("BDO Kendalls"), the Company's
previous independent registered public accounting firm, who resigned concurrent
with the appointment of BDO Kendalls A&A effective October 10, 2008.
Each of BDO Kendalls and BDO Kendalls A&A are Member Firms of BDO
International. The engagement of BDO Kendalls A&A and the concurrent resignation
of BDO Kendalls as the Company's independent registered public accounting firm
resulted from the reorganization of BDO Kendalls pursuant to which the audit
services previously provided by BDO Kendalls will now be performed by BDO
Kendalls A&A. The Company expects that substantially the same audit team which
previously performed audit services for the Company on behalf of BDO Kendalls
will perform audit services for the Company on behalf of BDO Kendalls A&A.
The reports of BDO Kendalls on the Company's balance sheets as of June 30,
2008 and June 30, 2007 and the related statements of operations, stockholders'
equity and cash flows for each of the years in the three year periods ended
June 30, 2008 and June 30, 2007, and for the period from December 1, 2000
(inception) through June 30, 2008, did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
During the fiscal years ended June 30, 2008 and June 30, 2007 and the interim
period from July 1, 2008 through October 10, 2008, there were no disagreements
with BDO Kendalls on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of BDO Kendalls, would have caused it to make reference to the
subject matter of the disagreement in connection with their reports on the
Company's balance sheets as of June 30, 2008 and June 30, 2007 and the related
statements of operations, stockholders' equity and cash flows for each of the
years in the three year periods ended June 30, 2008 and June 30, 2007, and for
the period from December 1, 2000 (inception) through June 30, 2008.
During the fiscal years ended June 30, 2008 and June 30, 2007 and the interim
period from July 1, 2008 through October 10, 2008, there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company furnished a copy of the above disclosures to BDO Kendalls and
requested that BDO Kendalls furnish it with a letter addressed to the SEC
stating whether or not it agreed with the above statements. A copy of such
letter, dated October 13, 2008, is filed as Exhibit 16.1 to this Current Report
on Form 8-K.
Prior to the engagement of BDO Kendalls A&A, neither the Company nor anyone
on behalf of the Company consulted with BDO Kendalls A&A during the fiscal years
ended June 30, 2008 and June 30, 2007 and the interim period from July 1, 2008
through October 10, 2008, in any manner regarding either: (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 financial
statements, and neither was a written report provided to the Company nor was
oral advice provided that BDO Kendalls A&A concluded was an important factor
considered by the Company in reaching a decision as to the accounting, auditing,
or financial reporting issue, or (b) a disagreement or a reportable event, as
defined in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
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