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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): AUGUST 17, 2004
COMMISSION FILE NUMBER 000-15862
GVC VENTURE CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
13-3018466
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(IRS Employer Identification No.)
THE CHRYSLER BUILDING, 405 LEXINGTON AVENUE, 26TH FLOOR,
NEW YORK, NEW YORK 10174
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(Address of principal executive offices)
Registrant's telephone number including area code: (212) 907-6610
FORMER ADDRESS:
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200 EAST 66TH STREET, SUITE B603, NEW YORK, NEW YORK 10021-6610
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(Former name or former address, if changed since last report)
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On August 17, 2004, the Board of Directors of GVC Venture Corp. (the "Company")
retained Mahoney, Sabol & Company, LLP.
J.H. Cohn was engaged by the Company on June 30, 2004 but had not as yet
commenced its audit of the Company's financial statements as of and for the year
ended June 30, 2004. The appointment of J.H. Cohn was reported in the Company's
Current Report on Form 8-K dated (date of earliest event reported) June 30, 2004
filed with the Securities and Exchange Commission (the "SEC") on July 2, 2004.
Because J.H. Cohn had not audited any financial statements of the Company, J.H.
Cohn had not issued any report on the financial statements of the Company for
either of the past two fiscal years. There were no disagreements with J.H. Cohn,
whether or not resolved, on any matter of accounting principles or practices,
financial statements disclosure, or auditing scope or procedure. No such
disagreement was discussed with the Board of Directors or any committee of the
Board of Directors of the Company. J.H. Cohn did not advise the Company of the
existence of any matter described in Item 304(a)(1)(iv)(B) of Regulation S-B.
The Company has authorized J.H. Cohn to respond fully to the inquiries of
Mahoney Sabol. The Company provided J.H. Cohn with a copy of this Report and
requested that J.H. Cohn furnish the Company with a letter addressed to the SEC
stating whether it agrees with the statements made by the Company. The letter
provided by J.H. Cohn is attached hereto as Exhibit 16.
Ernst & Young, the predecessor auditor to J.H. Cohn, resigned as the Company's
independent public accountants on December 9, 2003. The resignation of Ernst &
Young was reported in the Company's current Report on Form 8-K (date of earliest
event reported) December 9, 2003 filed with the SEC on December 12, 2003. The
Company has also authorized Ernst & Young to respond fully to the inquiries of
Mahoney Sabol.
Except for a going concern qualification contained in the report of Ernst &
Young LLP on the Company's financial statements for the year ended June 30,
2003, Ernst & Young's reports on the Company's financial statements for the
years ended June 30, 2002 and 2003 did not contain any adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.
Neither the Company nor anyone on behalf of the Company consulted Mahoney Sabol
regarding (a) either 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 financial statements of the Company, and no written or
oral advice of Mahoney Sabol was provided with respect to any accounting,
auditing, or financial reporting issue or (b) any matter that was either the
subject of a disagreement or any event described in Item 301(a)(1)(v) of
Regulation S-B.
The Company has also provided Mahoney Sabol with a copy of this Report and
provided Mahoney Sabol with the opportunity to furnish the Company with a letter
addressed to the SEC containing any new information, clarification of the
Company's expression of its views or the respects in which Mahoney Sabol does
not agree with the statements made in this Report. Mahoney Sabol has advised the
Company that it does not intend to issue any such letter.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
None.
(b) Pro forma financial information:
None.
(c) Exhibits:
16. Letter of J.H. Cohn LLP re: change in certifying accountant.
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 23, 2004
GVC VENTURE CORP.
By: /s/ Bernard Zimmerman
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Bernard Zimmerman
Chairman of the Board of Directors, President,
Chief Executive Officer and Treasurer
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EXHIBIT INDEX
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Exhibit Description
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16. Letter of J.H. Cohn LLP re: change in certifying accountant