U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
April 18, 2002
Commission File Number: 0-22076
DTVN Holdings, Inc.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
76-0404904
(I.R.S. Employer Identification No.)
1801 Gateway Blvd, Suite 101
Richardson, Texas 75080
(Address of Principal Executive Offices)
(972) 783-0284
(Issuer's Telephone Number, Including Area Code)
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
ITEM 4. CHANGES IN CERTIFYING ACCOUNTANT.
(a) Information Required by Item 304(a)(1) of Regulation S-K.
(i) On April 18, 2002, DTVN Holdings, Inc. (the "Company")
received written notice dated April 17, 2002 that KPMG LLP ("KPMG")
had resigned as the Company's independent public accountants.
(ii) The audit reports of KPMG on the Company's consolidated
financial statements for the fiscal years ended December 31, 2000 and
December 31, 2001 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit
scope or accounting principles, except as follows:
KPMG's report on the consolidated financial statements of the
Company as of and for the years ended December 31, 2001 and 2000,
contained a separate paragraph stating that as discussed in
note 1(b) to the consolidated financial statements, the Company's loss
from operations, net working capital deficit, and the resulting
dependence upon access to additional external financing raise
substantial doubt about its ability to continue as a going concern.
The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
(iii) KPMG's resignation was not recommended or approved by
the Board of Directors or the Audit Committee of the Board of
Directors of the Company.
(iv) In connection with the audits of the Company's
consolidated financial statements for each of the fiscal years ended
December 31, 2000 and December 31, 2001, and in the subsequent interim
period through April 17, 2002, there were no disagreements with KPMG
on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures which
disagreements, if not resolved to the satisfaction of KPMG, would have
caused KPMG to make reference in connection with its opinion to the
subject matter of the disagreement, except as follows:
Certain matters involving internal control and its operation that
KPMG considered to be reportable conditions under standards
established by the American Institute of Certified Public Accountants
were communicated by KPMG to the Board of Directors of the Company on
February 15, 2002. This communication indicated that the Company does
not have personnel with adequate knowledge of the SEC's Rules and
Regulations regarding the application of accounting principles
generally accepted in the United States of America and that KPMG
recommends that the Company continue to expand its finance department
to include such personnel.
The Chairman of the Company's Board of Directors discussed this
item with KPMG and the Company has authorized KPMG to respond fully to
inquiries of any successor accountant concering this item.
(v) During the two most recent fiscal years and through the
date of dismissal reportable events occurred as described above.
The Company has furnished KPMG with a copy of the foregoing
disclosure and requested KPMG to furnish it with a letter addressed to
the Securities and Exchange Commission stating whether or not it
agrees with the foregoing statements. A copy of the letter of KPMG to
the Securities and Exchange Commission, dated April 24, 2002, is filed
as Exhibit 16 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired
Not applicable
(b) Pro forma financial information
Not applicable
(c) Exhibits
16 Letter from KPMG to the Securities and Exchange
Commission dated April 24, 2002.
SIGNATURE
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.
DTVN HOLDINGS, INC.
By: /s/ Philip N. O'Reilly
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Philip N. O'Reilly
Chief Financial Officer,
Dated: April 25, 2002
Index to Exhibits
Exhibit Number Description
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16 Letter from KPMG to the Securities and
Exchange Commission dated April 24, 2002,
regarding change in certifying accountant.