SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
AMENDMENT NO. 2
TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 27, 2001
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THE FINANCIAL COMMERCE NETWORK, INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-27971 22-2582276
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
40 Wall Street, New York, New York 10005
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(Address if Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 635-9587
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40 Wall Street, New York, New York, 10005
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Change in Registrant's Certifying Accountant
Effective March 28, 2001, the Company retained Kempisty & Company Certified
Public Accountants, P.C. ("K&Co.") to act as the Company's independent certified
public accountant for the year ending December 31, 2000 and as the independent
public accountant for Alexander Wescott & Co., Inc. ("ALWC") commencing with the
year ended December 31, 2001. In this regard K&Co. replaced Rothstein Kass &
Company ("RK&Co."), which resigned as the Company's and ALWC's independent
certified public accountants on March 27, 2001. RK&Co. audited the Company's
consolidated balance sheet as at December 31, 1998 and 1999 and its consolidated
statements of operation, stockholders' equity and cash flows for the years ended
December 31, 1997, 1998 and 1999. RK&Co. stated in their review report of the
Company's financial statements included in the Company's Report on Form 10QSB
for the quarter ended September 30, 2000 that as disclosed in the notes to the
financial statements, the Company has a significant working capital deficit, an
accumulated deficit and a stockholders' deficit and that these matters raise
substantial doubt about the Company's ability to continue as a going concern.
RK&Co. made a similar statement in its report on its audit of the balance sheet
at December 31, 2000 and the statements of operation, stockholders' equity and
cash flows for the year ended December 31, 2000 of ALWC. With the exception of
the foregoing, the reports of RK&Co. for neither of the past two fiscal years
and none of the quarterly periods thereof contained an adverse opinion, or
disclaimer of opinion and was not qualified or modified as to audit scope or
accounting principles.
During the Company's two most recent fiscal years and subsequent interim periods
there were no disagreements with RK&Co. 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 RK&Co. would have
caused it to make reference to such disagreements in its report. The Company has
authorized RK&Co. to discuss any matter relating to the Company and its
operations with K&Co.. The change in the Company's auditors was approved by the
board of directors of the Company. The Company does not have an audit committee.
During the two most recent fiscal years and subsequent interim periods, the
Company did not consult K&Co. regarding 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 Company's financial statements, or any
matter that was the subject of a disagreement or a reportable event. K&Co. has
reviewed the disclosures contained in this 8-K report. The Company has advised
K&Co. that it has the opportunity to furnish the Company with a letter addressed
to the Securities and Exchange Commission concerning any new information,
clarifying the Company's disclosures herein, or stating any reason why K&Co.
does not agree with any statements made by the Company in this report. K&Co. has
advised the Company that nothing has come to its attention which would cause it
to believe that any such letter was necessary.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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16.1 Letter from former auditors dated May 3, 2001 confirming
information in Item 4 hereof as originally filed on Form 8-K/A on
April 30, 2001.
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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.
THE FINANCIAL COMMERCE NETWORK, INC.
Date: May 8, 2001 By: Richard H. Bach
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Richard H. Bach
Chief Executive Officer
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