SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event) May 11, 2002
SAMARITAN PHARMACEUTICALS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 000-26775 88-0380402
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
101 Convention Center Drive, Suite 310, Las Vegas, Nevada 89109
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(Address of Principal Executive Offices) (Zip Code)
702-735-7001
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(Registrant's Telephone Number, Including Area Code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Feldman Sherb & Co., P.C., a professional corporation of certified
public accountants ("Feldman") was the independent accounting firm for Samaritan
Pharmaceuticals, Inc., a Nevada corporation (the "Company"), for the fiscal
years ended December 31, 2001 and 2000 and the four month ten day period ended
May 10, 2002. The report of Feldman on the 2001 and 2000 consolidated financial
statements of Registrant contained no adverse opinion, disclaimer of opinion or
modification of the opinion except that their report on the 2001 financial
statements contains an explanatory paragraph that states that "the accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern. The Company has incurred significant losses and as more
fully described in Note 1, the Company anticipates that additional funding will
be necessary to sustain the Company's operations through the year ending
December 31, 2002. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty."
Feldman was merged into Grassi & Co., CPA's, P.C., ("Grassi") and
the principal accountants who had been responsible for the Company's audit
during the years ended December 31, 2001 and 2000 left and started their own
firm called Sherb & Co., LLP ("Sherb"). As a result, on May 11, 2002, the
Company dismissed Grassi and selected Sherb to serve as independent public
accountants for the fiscal year 2002.
During the two most recent fiscal years and through May 10, 2002,
Registrant has not consulted with Sherb regarding the application of accounting
principles to a specific or contemplated transaction. Neither the Company nor
anyone on its behalf consulted with Sherb regarding the type of audit opinion
that might be rendered on the Company's financial statements or any matter that
was the subject of a disagreement or event as defined at Item 304(a)(2) of
Regulation S-B.
The decision to change accountants was recommended and approved by
the board of directors of the Company. During the period from January 1, 1999 to
May 10, 2002, and through the date of this report, there were no disagreements
with Feldman 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 Feldman, would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports on the Company's financial statements as described on Item
304(a)(1)(iv)(A). In addition, there were no such events as described under Item
304(a)(1)(iv)(B) of Regulation S-B during such periods.
On September 24, 2002, the Company has provided Grassi, with a copy
of the disclosures it is making herein in response to Item 304(a) of Regulation
S-B, and has requested that Grassi provide its response letter, addressed to
the United States Securities and Exchange Commission, pursuant to Item 304(a)(3)
of Regulation S-B, stating whether it agrees with the statements made by the
Company and, if not, stating the respects in which it does not agree. A copy of
Grassi's letter is attached as an exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
c. Exhibits:
Exhibit
Number Description
16 Letter of Grassi & Co. CPAs, P.C.
(Formerly Feldman Sherb & Co., P.C.)
SIGNATURES
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.
SAMARITAN PHARMACEUTICALS, INC.
Date: September 24, 2002 By:/s/Janet Greeson
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President, Chief Executive
Officer and Chairman, as
Registrant's duly authorized officer