UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 20, 2002
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PROVECTUS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA 0-9410 90-0031917
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification Number)
7327 OAK RIDGE HIGHWAY, SUITE A, KNOXVILLE, TENNESSEE 37931
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 865/769-4011
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On December 20, 2002, Provectus Pharmaceuticals, Inc., a Nevada
corporation (the "COMPANY"), engaged the firm of BDO Seidman, LLP ("BDO") to
audit the books and records of the Company for 2002 and dismissed Bierwolf,
Nilson & Associates, formerly known as Crouch, Bierwolf & Associates ("BN&A") as
its independent accountants. BDO was notified of its engagement on December 20,
2002, and BN&A was notified of this change on January 3, 2003.
The Company, then known as "SPM Group, Inc.," engaged BN&A as its
independent accountant on October 30, 2000. From October 30, 2000 through
December 31, 2001 and from January 1, 2002 through December 20, 2002, there were
no disagreements with BN&A 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 BN&A, would have caused
that firm to make reference to the subject matter of the disagreement in
connection with its reports. No report of BN&A on the Company's financial
statements has contained an adverse opinion or a disclaimer of opinion, nor was
any such report qualified or modified as to uncertainty, audit scope or
accounting principles; except as follows:
1. The report of BN&A with respect to the financial statements of the
Company at December 31, 2001 and for the 12-month period then ended stated,
"[T]he Company has an accumulated deficit and a negative net worth at December
31, 2001. These factors raise substantial doubt about the Company's ability to
continue as a going concern." Further, the report of BN&A with respect to such
financial statements noted that the audited financial statements of the Company
did not include any adjustments that might result from the outcome of the
uncertainty as to the Company's ability to continue as a going concern.
2. The report of BN&A with respect to the financial statements of the
Company at December 31, 2000 and for the 12-month period then ended stated,
"[T]he Company has an accumulated deficit and a negative net worth at December
31, 2000. These factors raise substantial doubt about the Company's ability to
continue as a going concern." Further, the report of BN&A with respect to such
financial statements noted that the audited financial statements of the Company
did not include any adjustments that might result from the outcome of the
uncertainty as to the Company's ability to continue as a going concern.
During the Company's two most recent fiscal years ended December 31,
2000 and 2001, and during the period from January 1, 2002 to the Company's
engagement of BDO Seidman, LLP, neither the Company nor anyone acting on behalf
of any of the Company consulted with BDO Seidman, LLP regarding either (i) the
application of accounting principles to a specified transaction or the type of
audit opinion that might be rendered on the Company's financial statements or
(ii) any matter that was the subject of a disagreement with BN&A.
The Company has provided BN&A with a copy of the disclosures contained
herein and has requested that BN&A furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made by the Companies herein and, if not, stating the respects in which it does
not agree. A copy of BN&A's letter to the SEC is filed as Exhibit 16.1 to
this Current Report on Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Exhibits required by Item 601 of Regulation S-B are incorporated herein
by reference and are listed on the attached Exhibit Index, which begins on page
X-1 of this Current Report on Form 8-K.
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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.
PROVECTUS PHARMACEUTICALS, INC.
Dated: January 9, 2003 By: /s/ Daniel R. Hamilton
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Daniel R. Hamilton
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Letter of Bierwolf Nilson & Associates dated January 8, 2003, pursuant to
Item 304(a)(3) of Regulation S-B, regarding change of certifying accountant.
X-1