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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 17, 2004
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Commission File Number 000-15862
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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, NY 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, GVC Venture Corp. (the "Company"), by action of the
Company's Board of Directors, retained Mahoney Sabol & Company, LLP ("Mahoney
Sabol") as the Company's independent public accountants.
On August 17, 2004, the Board of Directors of the Company terminated the
Company's relationship with J.H. Cohn LLP ("J.H. Cohn") as the Company's
independent public accountants. 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
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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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
None.
(b) Pro forma financial information:
None.
(c) Exhibits:
16. Letter dated September 14, 2004 from 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: September 14, 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
Number
16. Letter dated September 14, 2004 from J.H. Cohn LLP re: change
in certifying accountant
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