SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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):
January 6, 2004
PHASE III MEDICAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-10909 22-2343568
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Commission File Number IRS Employer
Identification No.
330 SOUTH SERVICE ROAD, SUITE 120, Melville, New YorK 11747
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(Address of principal executive offices) (Zip Code)
631-574-4955
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Registrant's Telephone Number
___________________________________________
(Former name or former address, if changed since last report.)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On January 6, 2004, upon recommendation and approval of the Company's Board
of Directors, the Company dismissed Travis, Wolff & Company, LLP ("Travis
Wolff") and engaged Holtz Rubenstein & Co., LLP ("Holtz") as the Company's
independent auditors for the fiscal year ended December 31, 2003.
Travis Wolff's reports on the Company's financial statements for each of
the years ended December 31, 2002 and 2001 did not contain an adverse opinion or
a disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During the years ended December 31, 2002 and 2001 and through the date of
this 8-K, there were no disagreements with Travis Wolff on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which if not resolved to Travis Wolff's satisfaction, would
have caused them to make reference to the subject matter in connection with
their report on the Company's financial statements for such years; and there
were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Travis Wolff with a copy of the foregoing
statements. Attached as Exhibit 16.1 is a copy of Travis Wolff's letter dated
January 7, 2004, stating its agreement with such statements.
During the years ended December 31, 2002 and 2001 and through the date of
this 8-K, the Company did not consult Holtz with respect to the application of
accounting principles as to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company's
financial statements, or any other matters or reportable events as set forth in
Items 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
16.1 Letter from Travis, Wolff & Company, LLP to the Securities and
Exchange Commission dated January 7, 2004.
SIGNATURE
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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.
PHASE III MEDICAL, INC.
By: /s/ Mark Weinreb
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Mark Weinreb
President
Dated: January 8, 2004
EXHIBIT INDEX
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Exhibit Number Description
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16.1 Letter from Travis, Wolff & Company, LLP to the
Securities and Exchange Commission dated January 7, 2004.
Exhibit 16.1
January 7, 2004
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
The representations made in this letter are based solely on discussions with and
representations from the engagement partner on the audits of the financial
statements of this registrant for the two most recent fiscal years. We have read
the first four paragraphs of Item 4 as they relate to Travis, Wolff & Company,
LLP included in the Form 8-K dated January 6, 2004 of Phase III Medical, Inc. to
be filed with the Securities and Exchange Commission and have found no basis for
disagreement with the statements contained therein.
Very truly yours,
Travis, Wolff & Company, LLP
cc: Mr. Mark Weinreb, Chief Executive Officer
Phase III Medical, Inc.