SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): January 1, 2002
GPN NETWORK, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
033-05384 13-3301899
(Commission File Number) (I.R.S. Employer Identification No.)
1901 Avenue of the Stars, Ste. 1500, Los Angeles, California 90067
(Address of Principal Executive Offices, Including Zip Code)
(310) 286-2211
(Registrant's Telephone Number, Including Area Code)
This amendment to the registrant's Current Report on Form 8-K dated January 1,
2002 and filed on January 8, 2002 is being filed for the purpose of filing
Exhibit 16.1, which was inadvertently omitted from the original filing.
Item 4. Changes in Registrant's Certifying Accountants
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(a) Previous independent accountants.
On January 1, 2002, the Company terminated its relationship with Corbin & Wertz
as the Company's independent certified public accountants. The decision to
change accountants was approved by the Company's Board of Directors.
Corbin & Wertz's report on the consolidated financial statements for the year
ended December 31, 2000 did not contain an adverse opinion or a disclaimer of
opinion and was not modified or qualified as to uncertainty, audit scope or
accounting principles; however, such report contained an explanatory paragraph
relating to substantial doubt regarding the uncertainty of the Company's ability
to continue as a going concern.
In connection with its audit of the Company's consolidated financial statements
for the year ended December 31, 2000, and the subsequent interim period
immediately preceding the date of termination of Corbin & Wertz, the Company had
no disagreements with Corbin & Wertz 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 Corbin & Wertz, would have
caused them to make a reference to the subject matter of the disagreements in
connection with their reports on the consolidated financial statements of the
Company.
During the 2000 fiscal year and the subsequent interim period immediately
preceding the date of termination of Corbin & Wertz, there were no "reportable
events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Corbin & Wertz has furnished to the Company a letter addressed to the Securities
and Exchange Commission stating whether or not Corbin & Wertz agrees with the
statements made by the Company herein. A copy of such letter, dated January 7,
2002, is attached as an exhibit to this report.
(b) New independent accountants.
On January 1, 2002, the Company engaged Singer Lewak Greenbaum & Goldstein LLP
as its new independent accountants. Such engagement was approved by the
Company's Board of Directors. In the Company's two most recent fiscal years and
any subsequent interim period to the date hereof, the Company has not consulted
with Singer Lewak Greenbaum & Goldstein 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 Company's financial statements, and
neither a written report was provided to the Company nor oral advice
was provided that Singer Lewak Greenbaum & Goldstein LLP concluded was
an important factor considered by the Company 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.
Item 7. Exhibits
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16.1 Letter from Corbin & Wertz dated January 7, 2002
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.
GPN NETWORK, INC.
Date: January 22, 2002
By /s/ Todd Ficeto
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Todd Ficeto
President & Chief Executive Officer
INDEX TO EXHIBITS
16.1 Letter from Corbin & Wertz dated January 7, 2002