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
Bioshield Technologies, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Georgia 0-24913 58-2181628
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
4405 International Blvd, Norcross, GA 30093
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(Address of Principal Executive Offices) (Zip Code)
770-925-3653
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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 Bioshield
Technologies, a Georgia corporation (the "Company"), for the fiscal years ended
June 30, 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 Company incurred losses
of $19,992,222 for the year ended June 30, 2001. Additionally the Company had a
working capital deficiency of $3,708,825 at June 30, 2001. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans with respect to these matters are described in
Note 2 to the financial statements. The accompanying financial statements do not
include any adjustments that might result should the Company be unable to
continue as a going concern."
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 June 30, 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 12, 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., CPA's, 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.
Bioshield Technologies
Date: September 12, 2002 By:/s/ Timothy C. Moses
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President and Chief
Executive Officer as
Registrants duly authorized officer