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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): JULY 10, 2002
UPC POLSKA, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-22877 06-1487156
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4643 ULSTER STREET, SUITE 1300, DENVER, COLORADO 80237
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 770-4001
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On July 10, 2002, UPC Polska, Inc. (the "Company") dismissed its
independent auditor, Arthur Andersen Sp. z o.o. ("Arthur Andersen"), and engaged
KPMG Polska Sp. z o.o. ("KPMG") as its new independent auditor for the fiscal
year ending December 31, 2002. These actions were approved by the Company's
Board of Directors as the Company has no audit or similar committee of the board
of directors.
During the two most recent fiscal years ended December 31, 2001 and
2000, and the subsequent interim period through the date of this report, there
was no disagreement between the Company and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, auditing
scope or procedure, which disagreement, if not resolved to Arthur Andersen's
satisfaction, would have caused Arthur Andersen to make reference to the subject
matter of such disagreement in connection with its reports, and there occurred
no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The audit reports of Arthur Andersen on the Company's consolidated
financial statements for the past two years ended December 31, 2001 and 2000 did
not contain an adverse opinion or disclaimer of opinion. In its audit report
dated March 31, 2002 and filed by the Company on April 4, 2002 on the Company's
consolidated financial statements as of December 31, 2001, Arthur Andersen
included the following statement:
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 4 to the consolidated financial statements, the
Company has suffered recurring losses and negative cash flows from
operations and has a negative working capital and a shareholder's
deficit that raises substantial doubt about its ability to continue as
a going concern. Management's plans in regard to these matters are also
described in Note 4. The consolidated financial statements do not
include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be
unable to continue as a going concern.
During the two most recent fiscal years ended December 31, 2001 and
2000, and the subsequent interim period through the date of this report, the
Company did not consult with KPMG regarding the application of accounting
principles to any transaction, completed or proposed, or the type of audit
opinion that might be rendered on the consolidated financial statements of UPC
Polska Inc. or any of the matters or events set forth in Item 304(a)(2)(ii) of
Regulation S-K.
The Company has provided a copy of the foregoing disclosures to Arthur
Andersen. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter dated
July 16, 2002, stating its agreement with such statements.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS:
16.1 Letter from Arthur Andersen Sp. z o.o. to the Office of the
Chief Accountant of the Securities and Exchange Commission
dated July 16, 2002.
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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.
Date: July 16, 2002
UPC POLSKA, INC.
BY: /s/ JOANNA NIECKARZ
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NAME: JOANNA NIECKARZ
TITLE: CHIEF FINANCIAL OFFICER
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UPC POLSKA, INC.
INDEX TO EXHIBITS
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EXHIBIT DESCRIPTION
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16.1 Letter from Arthur Andersen Sp. z o.o. to the Office of the
Chief Accountant of the Securities and Exchange Commission dated
July 16, 2002
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