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Form: 8-K

Current report filing

April 27, 2001

8-K: Current report filing

Published on April 27, 2001


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


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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) April 23, 2001
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Cytoclonal Pharmaceutics Inc.
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(Exact name of Registrant as Specified in Charter)


Delaware 00-26078 75-2402409
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)


2110 Research Row, Suite 621, Dallas, Texas 75235
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(Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including area code (214) 353-2922
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N/A
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(Former name or former address, if changed since last report)







ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

(a) Previous independent accountants.

(i) On April 26, 2001, Richard A. Eisner & Company, LLP was
dismissed as the Registrant's independent auditors.

(ii) The reports of Richard A. Eisner & Company, LLP on the
financial statements for December 31, 2000 and 1999 (the two
most recent audited fiscal years) contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as
to uncertainty or as to scope or accounting principles.

(iii) The Registrant's Board of Directors participated in and
approved the decision to hire new independent accountants.

(iv) In connection with its audits for December 31, 2000 and 1999
(the two most recent audited fiscal years) and subsequent
interim periods through April 26, 2001, there have been no
disagreements with Richard A. Eisner & Company, LLP 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 Richard
A. Eisner & Company, LLP would have caused them to make
reference thereto in their report on the financial statements
for such years.

(v) During the years ended December 31, 2000 and 1999 (the two
most recent audited fiscal years) and subsequent interim
periods through April 26, 2001, there have been no reportable
events as defined in Regulation S-K Item 304 (a)(l)(v).

(b) New independent accountants.

The Registrant has elected Ernst & Young LLP as its new
independent accountants as of April 23, 2001. During the two
most recent fiscal years and through April 23, 2001, the
Registrant has not consulted with Ernst & Young LLP regarding
either (i) 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
Registrant's financial statements, and either a written report
was provided to the Registrant or oral advice was provided
that Ernst & Young LLP concluded was an important factor
considered by the Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement, as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304
(a)(1)(v) of Regulation S-K.



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(c) The Registrant has furnished Richard A. Eisner & Company, LLP
with a copy of the disclosure made herein and has requested
that Richard A. Eisner & Company, LLP furnish it with a letter
addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated April 27, 2001,
is filed as Exhibit 16.1 to this Form 8-K.






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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) Exhibits

EXHIBIT
NUMBER DESCRIPTION
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16.1 Letter from Richard A. Eisner & Company, LLP, former
independent auditors, regarding its concurrence or
disagreement with the statements in this report.





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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.


CYTOCLONAL PHARMACEUTICS INC.


Date: April 27, 2001 By: /s/ RONALD LANE GOODE, PH.D.
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Ronald Lane Goode, Ph.D.
President and Chief Executive Officer




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INDEX TO EXHIBITS




EXHIBIT
NUMBER DESCRIPTION
- ------ -----------

16.1 Letter from Richard A. Eisner & Company, LLP, former
independent auditors, regarding its concurrence or
disagreement with the statements in this report.