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 26, 2005
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MANHATTAN SCIENTIFICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-28411 85-0460639
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
405 Lexington Avenue, 32nd Floor, New York, New York 10174
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 551-0577
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This Form 8-K and other reports filed by Manhattan Scientifics, Inc. (the
"Company") from time to time with the Securities and Exchange Commission
(collectively the "Filings") contain forward looking statements and information
that are based upon beliefs of, and information currently available to, the
Company's management as well as estimates and assumptions made by the Company's
management. When used in the Filings the words "anticipate", "believe",
"estimate", "expect", "future", "intend", "plan" or the negative of these terms
and similar expressions as they relate to the Company's or the Company's
management identify forward looking statements. Such statements reflect the
current view of the Company with respect to future events and are subject to
risks, uncertainties, assumptions and other factors relating to the Company's
industry, operations and results of operations and any businesses that may be
acquired by the Company. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Item 4.01 Changes in Registrant's Certifying Accountants.
(a) Effective on January 26, 2005, the independent accountant who was
previously engaged as the principal accountant to audit the Company's financial
statements, Eisner LLP, resigned. Eisner LLP audited the Company's financial
statements for the fiscal years ended December 31, 2003 and December 31, 2002.
Eisner LLP's reports on these financial statements were modified as to
uncertainty that the Company will continue as a going concern; other than this,
Eisner LLP's reports on the financial statements for those fiscal years neither
contained an adverse opinion or a disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles.
For the audited years ended December 31, 2002 and December 31, 2003, and
during the year 2004 and 2005 prior to January 26, 2005 (the effective date of
the resignation of Eisner LLP), there were no disagreements with Eisner LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of the former accountant would have caused the accountants to make
reference to the subject matter of such disagreement in their reports. In
addition, the resignation of Eisner LLP was not caused by, or related to, any
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
the satisfaction of the former accountant would have caused the accountants to
make reference to the subject matter of such disagreement in their reports.
(b) Effective on January 26, 2005, the firm of AJ. Robbins, PC was engaged
to serve as the new principal accountant to audit the Company's financial
statements. The decision to retain this accountant was approved by the Company's
Board of Directors.
Prior to engaging AJ. Robbins, PC, the Company had not consulted AJ.
Robbins, PC regarding the application of accounting principles to a specified
transaction, completed or proposed, the type of audit opinion that might be
rendered on the Company's financial statements or a reportable event, nor did
the Company consult with AJ. Robbins, PC regarding any disagreements with its
prior auditor 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 the prior auditor, would have caused it to
make a reference to the subject matter of the disagreements in connection with
its reports.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
16.1 Letter on Change in Certifying Accountant.
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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.
MANHATTAN SCIENTIFICS, INC.
(Registrant)
Date January 28, 2005
By: /s/ Marvin Maslow
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Name Marvin Maslow
Title: Chief Executive Officer
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Exhibit 16.1 LETTER ON CHANGE IN CERTIFYING ACCOUNTANT