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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 (date of earliest event reported): February 15, 2002
PRO-PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-32877 04-3562325
(Commission File Number) (IRS Employer Identification No.)
189 Wells Avenue, Suite 200, Newton, Massachusetts 02459
(Address of Principal Executive Offices) (Zip Code)
(617) 559-0033
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
On February 15, 2002, the management of Pro-Pharmaceuticals, Inc. (the
"Registrant"), dismissed Scillia Dowling & Natarelli LLC as its independent
auditors. On February 22, 2002, the management of the Registrant engaged
Deloitte & Touche LLP as its independent auditors to audit its financial
statements for the fiscal year ended December 31, 2001. The decision to dismiss
Scillia Dowling & Natarelli LLC and to retain Deloitte & Touche LLP was approved
by the Registrant's Board of Directors and Audit Committee.
The report of Scillia Dowling & Natarelli LLC on the Registrant's financial
statements as of December 31, 2000, and the review reports of Scillia Dowling &
Natarelli LLC on the Registrant's financial statements as of June 30, 2001 and
September 30, 2001 and for the three-month and year-to-date periods, did not
contain an adverse opinion or a disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles. From March 31,
2001 through February 15, 2002, there were no disagreements between Scillia
Dowling & Natarelli LLC and the Registrant 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 Scillia
Dowling & Natarelli LLC, would have caused it to make reference to the subject
matter of the disagreement in connection with its reports on the Registrant's
financial statements.
From March 31, 2001, the Registrant did not consult with Deloitte & Touche
LLP on items which involved (i) the application of accounting principles to a
specified transaction, either completed or proposed, (ii) the type of audit
opinion that might be rendered on the Registrant's financial statements, or
(iii) the subject matter of a disagreement or "reportable event."
The Registrant has furnished Scillia Dowling & Natarelli LLC with a copy of
this report and has requested it to furnish a letter addressed to the Securities
and Exchange Commission stating whether Scillia Dowling & Natarelli LLC agrees
with the above statements. A copy of this letter is attached as Exhibit 16 to
this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit
Number Description of Document
- ------ -----------------------
16 Letter from Scillia Dowling & Natarelli LLC to the Commission,
dated February 25, 2002, concerning change in certifying
accountant
2
SIGNATURE
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 thereunto duly authorized.
PRO-PHARMACEUTICALS, INC.
(Registrant)
By: /s/ David Platt
---------------------------------
David Platt, President
Date: February 25, 2002
3
EXHIBIT INDEX
Exhibit
Number Description of Document
- ------ -----------------------
16 Letter from Scillia Dowling & Natarelli LLC to the
Commission, dated February 25, 2002, concerning change in
certifying accountant
4
Exhibit 16
[LETTERHEAD OF SCILLIA DOWLING & NATARELLI LLC]
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K of
Pro-Pharmaceuticals, Inc. dated February 25, 2002.
/s/ Scillia Dowling & Natarelli LLC
Hartford, Connecticut
February 25, 2002