SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
Amendment No. 1 to
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
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(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
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(Former name or former address, if changed since last report.)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
This amendment is being filed to substitute a corrected accountant's letter
as an Exhibit.
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 as of 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: February 3, 2004
EXHIBIT INDEX
Exhibit Number Description
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16.1 Letter from Travis, Wolff & Company, LLP to the Securities
and Exchange Commission dated as of January 7, 2004.
Exhibit 16.1 January 7, 2004 Securities and Exchange Commission Mail Stop 11-3 450 5th Street, N.W. Washington, DC 20549 Gentlemen: We have been furnished with a copy of the response to Item 4 of Form 8-K for the event that occurred on January 6, 2004, to be filed by our former client, Phase III Medical, Inc. (formerly known as Corniche Group, Inc.) We agree with the statements made in response to that Item insofar as they relate to our Firm. Sincerely, TRAVIS, WOLFF & COMPANY, L.L.P.