SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 23, 2001
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NOCOPI TECHNOLOGIES, INC.
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(Exact name6 of registrant as specified in its charter)
MARYLAND 0-20333 87-0406496
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
537 Apple Street, W. Conshohocken, Pennsylvania 19428-2903
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 610-834-9600
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
On March 23, 2002, Registrant engaged the accounting firm Cogen Sklar, LLP to
audit Registrant's financial statements for the year ended December 31, 2001.
The engagement of BDO Seidman, which had been engaged by Registrant to audit its
financial statements for prior years, was not renewed. Such firm had not
submitted a resignation, nor had it formally declined to stand for re-election
as Registrant's auditor.
Except as set forth below, such accountant's report on Registrant's financial
statements for either of the past two years did not contain an adverse opinion
or a disclaimer of opinion, or was qualified or modified as to uncertainty,
audit scope, or accounting principles.
The Accountant's Reports accompanying each of (i) Registrant's financial
statements for the year ended December 31, 2000, and (ii) Registrant's financial
statements for the year ended December 31, 1999 contained the following
statements:
"The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 11 to the financial statements, the Company
has suffered recurring losses from operations that raises
substantial doubt about its ability to continue as a going
concern. Management's plans in regard to this matter are also
described in Note 11. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty."
The decision to change certifying accountants was approved by Registrant's Board
of Directors.
During the Registrant's two most recent fiscal years and any subsequent interim
period preceding March 23, 2002: (A) there were (i) no disagreements with the
former accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of the former accountant, would have caused it
to make reference to the subject matter of the disagreement(s) in connection
with its report; and (ii) no events of the kind described in paragraph (a)(1)(v)
of Item 304 of Regulation S-K; and (B) Registrant did not consult the new
accountant regarding any matter described in paragraph (a)(2) of Item 304 of
Regulation S-K.
Registrant has provided to the former accountant a copy of the disclosures made
herein and has asked such former accountant to furnish Registrant with a letter
addressed to the Commission stating whether it agrees with the statements made
herein by Registrant. A copy of the response of such former accountant will be
filed with the Commission within two business days following its receipt by
Registrant, but not later than ten business days after the date of filing of
this Report on Form 8-K.
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Item 7. Financial Statements and Exhibits
Exhibit 99 - Response of BDO Seidman to Registrant's Inquiry Letter (filed
herewith).
Pursuant to the requirements of the Securities Exchange Act of 1934,
theRegistrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Nocopi Technologies, Inc.
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(Registrant)
By: /s/ Rudolph A. Lutterschmidt
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Rudolph A. Lutterschmidt,
Chief Financial Officer
Dated: April 3, 2002
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