SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 10, 2002
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Disease Sciences, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-27865 13-264091
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
620 Herndon Parkway, Suite 360, Herndon, Virginia 20170
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (703) 563-6565
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
The purpose of this filing is to amend the Current Report on Form 8-K
(Amendment No. 1) filed June 11, 2002 by providing clarification from Feldman
Sherb as required by Item 304(a)(3) of Regulation S-B. A copy of Feldman Sherb's
updated letter dated June 12, 2002, is filed as an exhibit to this report.
1
The previous report (amendment no. 1) filed June 11, 2002 contained the
following information:
During the two fiscal years ended January 31st and during the interim
period from February 1, 2002 through and including May 10, 2002, there were no
disagreements with Feldman Sherb on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope and procedures
which, if not resolved to the satisfaction of Feldman Sherb would have caused
Feldman Sherb to make reference to the subject matter in their report.
The Company has requested Feldman Sherb to furnish it a letter addressed
to the Commission stating whether it agrees with the above statements. A copy of
Feldman Sherb's letter dated June 10, 2002, is filed as an exhibit to this
Report.
The previous report (original) filed May 16, 2002 contained the following
information:
At a meeting held on May 10, 2002, the Board of Directors of Disease
Sciences, Inc. (the "Company") approved the engagement of Daszkal Bolton, LLP as
independent auditors of the Company for the fiscal year ended January 31, 2002,
to replace Feldman Sherb & Co., who were dismissed as the Company's auditors
effective on May 10, 2002.
The reports of independent auditors of Feldman Sherb on the Company's
financial statements for the two years ended January 31, 2001 and 2000 did not
contain an adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting principles; however,
Feldman Sherb's opinion dated August 15, 2001 relative to the financial
statements as of and for each of the two years ended January 31, 2001 included
an explanatory paragraph relative to Disease Science, Inc.'s ability to continue
as a going concern.
During the two fiscal years ended January 31st, there were no
disagreements with Feldman Sherb on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope and procedures
which, if not resolved to the satisfaction of Feldman Sherb would have caused
Feldman Sherb to make reference to the subject matter in their report.
Prior to engaging Daszkal Bolton, LLP, the Company did not consult Daszkal
Bolton, LLP regarding the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Company's financial statement s or any other financial
presentation whatsoever.
The Company has requested Feldman Sherb to furnish it a letter addressed
to the Commission stating whether it agrees with the above statements. A copy of
Feldman Sherb's letter dated May 16, 2002, is filed as an exhibit to this
Report.
2
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Letter of Feldman Sherb & Co., P.C. dated June 12, 2002 pursuant to
Item 304(a)(3) of Regulation SX.
SIGNATURE
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 herein duly authorized.
By: /s/John R. Signorello
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John R. Signorello
Chairman and CEO
Dated: June 14, 2002