================================================================================
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): January 17, 2003
CELL ROBOTICS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Colorado 5049-05 84-1153295
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification Number)
2715 Broadbent Parkway N.E.
Albuquerque, New Mexico 87107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (505) 343-1131
================================================================================
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On January 17, 2003, the Audit Committee of the Board of Directors of
Cell Robotics, International, Inc. (the "Company") unanimously approved the
dismissal of KPMG LLP and the appointment of Grant Thornton LLP as the
independent accountant for the Company and subsidiary. The Company engaged Grant
Thornton LLP on January 17, 2003.
In connection with the audits of the two fiscal years ended December
31, 2001, and the subsequent interim period through January 17, 2003, there were
no disagreements with KPMG LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused them
to make reference in connection with their opinion to the subject matter of the
disagreement.
The audit reports of KPMG LLP on the consolidated financial statements
of the Company and subsidiary as of and for the years ended December 31, 2001
and 2000, did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles except as follows:
KPMG LLP's report on the consolidated financial statements of the
Company and subsidiary as of and for the years ended December 31, 2001
and 2000, contained a separate paragraph stating "the Company has
suffered recurring losses and negative cash flows from operations that
raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also
described in Note 11. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty."
A letter from KPMG LLP is attached as Exhibit 16.1 to this Form 8-K.
During the Company's two most recent fiscal years, and through January
17, 2003, the Company has not consulted with Grant Thornton LLP regarding any of
the matters specified in Item 304(a)(2) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
16.1 Letter from KPMG LLP to the Securities and Exchange
Commission dated January 20, 2003.
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 thereunto duly authorized.
CELL ROBOTICS INTERNATIONAL, INC.
Date: January 23, 2003 By: /s/ Gary Oppedahl
----------------------------
Gary Oppedahl, Chief
Executive Officer,
President and Director
2
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
16.1 Letter from KPMG LLP to the Securities and Exchange Commission
dated January 20, 2003.
</Table>