SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 22, 2001
EMTEC, INC.
(Exact name of Registrant as specified in Charter)
Delaware 2-54020 87-0273300
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
817 East Gate Drive,
Mount Laurel, New Jersey 08054
(Address of principal executive offices)
Registrant's telephone number: (856) 235-2121
Item 4. Changes in Registrant's Certifying Accountant
On March 22, 2001, we dismissed KPMG LLP ("KPMG") as our independent
auditor.
KPMG's reports on our financial statements for each of our two fiscal
years ended December 31, 2000 and 1999, respectively (collectively, the "Prior
Fiscal Years"), did not contain an adverse opinion or disclaimer of opinion, nor
were such reports qualified or modified as to uncertainty, audit scope or
accounting principles.
Our dismissal of KPMG was unanimously approved by our board of
directors.
There were no disagreements ("Disagreements") between us and KPMG
during either (i) the Prior Fiscal Years, or (ii) the period January 1, 2001
through March 22, 2001 (the "Interim Period") on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which Disagreement, if not resolved to the satisfaction of KPMG,
would have caused KPMG to make reference to the subject matter of the
Disagreement in connection with its reports for the Prior Fiscal Years.
There were no "reportable events," as such term is defined in Item
304(A)(1)(v) of Regulation S-K, during either (i) the Prior Fiscal Years or (ii)
the Interim Period.
Pursuant to Item 4(a) of Form 8-K and Item 304(a)(3) of Regulation S-K,
we have provided KPMG with a copy of this Report on Form 8-K and KPMG has
provided to us a response addressed to the Securities and Exchange Commission as
to KPMG's agreement with the statements made in this Item 4 as to KPMG. Such
response is filed as Exhibit 7(c)(I) to this Report on Form 8-K.
We have engaged Baratz & Associates ("BA") as our independent auditor
for our fiscal year ending March 31, 2001. We did not consult with BA during (i)
either the Prior Fiscal Years or the Interim Period with respect to (i) 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
our financial statements, or (ii) any matter that was either the subject of a
Disagreement or a Reportable Event.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) (i) Letter from KPMG dated March 28, 2001
Item 8. Change in Fiscal Year.
As reported in response to Item 2 of our Current Report on
Form 8-K, which was filed on January 31, 2001, Emtec, Inc., a privately held New
Jersey corporation which, since 1980, has engaged in the business of providing
the computer industry with information technology services, network consulting
and Internet related services, merged with our then newly formed subsidiary on
January 17, 2001 pursuant to the terms and conditions of a merger agreement
dated as of December 14, 2000 between us and Emtec.
As a consequence of this merger and in accordance with the
merger agreement, each holder of Emtec common stock received 0.9753 of a share
of our common stock for each share of Emtec common stock, Emtec became our
wholly-owned subsidiary, and Emtec shareholders and certain other parties who
facilitated the merger acquired approximately 81.8% of our then issued and
outstanding common stock, thereby effecting a change in our control.
On March 22, 2001, our board of directors determined to change
our fiscal year, which theretofore had ended on the 31st day of December in each
year, to end on the 31st day of March in each year, to conform its fiscal year
to that of Emtec.
We will account for this merger transaction as a "reverse
acquisition". Consequently, we will not file a transition report reflecting the
change of our fiscal year to that of Emtec, given the fact that for accounting
purposes, Emtec is deemed to be the "accounting acquiror" in the "reverse
acquisition".
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 thereunto duly authorized.
Dated: March 29, 2001 EMTEC, INC.
(Registrant)
By: /s/ John Howlett
John Howlett
Chairman and President