UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of ~~Report~~report (~~Date~~date of earliest event reported) ~~November~~: January 82, ~~2012~~2013

PHARMOS CORPORATION

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Nevada	~~Nevada~~	0-11550	~~36-3207413~~	36-3207413
(State or Other Jurisdiction of Incorporation)	~~(State or Other Jurisdiction of Incorporation)~~	(Commission ~~file~~File Number)	~~(IRS Employer Identification No.)~~	(IRS Employer Identification No.)
	99 Wood Avenue South, Suite 302, Islin, NJ		08830
	(Address of principal executive offices)		(Zip code)

99 Wood Avenue South, Suite 302, Iselin, NJ	08830
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (732) 452-9556

Registrant’s telephone number, including area code (732) 452-9556

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:

~~[ ]~~ □ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~ □ Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)

~~[ ]~~ □ 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))

Item 4.01 Changes in Registrant’s Certifying Accountant.

On January 2, 2013, Friedman LLP (“Friedman”) resigned as the independent registered accounting firm for Pharmos Corporation (the “Company”).

Friedman’s reports on the financial statements for the fiscal years ended December 31, 2011 and 2010, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or auditing principles, except the reports included an explanatory paragraph related to the Company’s ability to continue as a going concern.

During the two fiscal years ended December 31, 2011 and 2010, and through the interim periods that Friedman reviewed in 2012, there were no disagreements with Friedman 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 Friedman, would have caused it to make a reference to such disagreements in its report and there were no reportable events as defined in Item 304(a)(l)(v) of Regulation S-K.

The Company has provided Friedman with a copy of the foregoing disclosures and requested that it furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Also as previously disclosed, on November 15, 2012, Eric Fangmann was designated as the Acting President and Acting Chief Financial Officer of the Company. Mr. Fangmann, age 43, has been the Chief Financial Officer for Lloyd I. Miller, III for approximately two years. Prior to that time, Mr. Fangmann was an independent accounting and finance consultant who was principally engaged by either publicly traded or privately held entities to assist in independent analysis or agreed upon procedures. Mr. Fangmann is not currently being compensated by the Company for his services.

Item 8.01 Other Events.

OnThe ~~November~~Company 8,intends ~~2012,~~to ~~Colin~~file ~~Neill,~~a ~~the~~Form ~~President~~15 ofwith the ~~Company,~~SEC ~~had~~in aearly ~~discussion~~January 2013 ~~with~~to ~~Lloyd~~effect ~~Miller,~~the suspension of the Company’s ~~largest~~reporting ~~creditor~~obligations under Section 13(a) and ~~holder~~15(d) of the $1Exchange ~~million~~Act. ~~principal~~Upon ~~convertible~~the ~~debenture~~filing of the ~~Company~~Form 15, ~~which~~the ~~became~~Company’s ~~due~~obligation ~~and~~to ~~payable~~file onperiodic ~~November~~and 1,current ~~2012. Mr.~~reports ~~Neill~~with ~~confirmed to Mr. Miller that~~ the ~~Company~~SEC, isincluding ~~unable~~Forms to10-K, ~~repay~~10-Q ~~the debenture~~ and ~~hence~~8-K, iswill inbe ~~default~~immediately suspended.

InItem ~~order to conserve remaining cash, the Company agreed with Mr~~9. ~~Miller that it will cease all payroll expenditures with the November 15, 2012 payroll.~~01 AsFinancial aStatements ~~result, Mr. Neill~~ and ~~the Company’s other employee will cease their full time employment with the Company, but may be available to assist the Company on a part time consulting basis if requested by Mr~~Exhibits. Miller. As previously reported on October 17, 2012, Mr. Neill has been taking steps to permanently shut down the Company’s business in accordance with instructions from the Company’s Board of Directors. Following November 15, 2012, final shut down tasks will be undertaken by Mr. Eric W. Fangmann, who is a representative of Mr. Miller.

InExhibit ~~addition to the outstanding $1 million principal amount of the debenture, the Company has outstanding severance obligations of $375,000~~No. Description

16.1 Letter from Friedman LLP to the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized ~~on this 14th day of November, 2012~~.

PHARMOS CORPORATION

	PHARMOS CORPORATION

Date: January 2, 2013	By:	/s/ Eric W. Fangmann
		Eric W. Fangmann
		Acting President and Acting Chief Financial Officer

~~By: /s/ S. Colin Neill~~ 3

~~Name: S.~~EXHIBIT ~~Colin Neill~~INDEX

~~Title: President~~Exhibit ~~and Chief Financial Officer~~No. Description

16.1 Letter from Friedman LLP to the SEC.

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