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S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
WASHINGTON, D.C. 20549
FORM 8 - K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 0-18866 DATE OF REPORT: JUNE 19, 2000
(Date of earliest reported event)
FIRST NATIONAL ENTERTAINMENT CORP.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
COLORADO 93-1004651
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6516 WEST NORTH AVENUE, SUITE 200, CHICAGO, IL 60707
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(773) 237-7460
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(REGISTRANT'S TELEPHONE NUMBER)
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Item 4 - Changes in Registrant's Certifying Accountant
On June 14, 2000, Crowe, Chizek and Company LLP ("Crowe Chizek") resigned as
independent certified public accountants of the Registrant.
Crowe Chizek performed audits of the financial statements for the two years
ended December 31, 1999 and 1998. The 1998 report did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles. The 1999 report contained an
explanatory paragraph which stated that the Company's financial statements were
prepared assuming the Company will continue as a going concern and that the
Company has suffered losses from operations and a net capital deficiency that
raises substantial doubt about its ability to continue as a going concern. The
financial statements did not include any adjustments that might result from the
outcome of this uncertainty. Management's plan in regards to these matters were
discussed in Note 2 to the Company's financial statements. The 1999 report also
contained an explanatory paragraph stating that the Company receives significant
financial support from one of its shareholders and the Company is dependent upon
the continuance of such financial support.
During the two years ended December 31, 1999 and from December 31, 1998 through
the effective date of the Crowe Chizek resignation, there have been no
disagreements between the Registrant and Crowe Chizek on any matter of
accounting principles or practice, financial statement disclosure, or auditing
scope of procedure, which disagreements would have caused Crowe Chizek to make
reference to the subject matter of such disagreements in connection with the
resignation of Crowe Chizek.
During the two years ended December 31, 1999, and from December 31, 1999 until
the effective date of the resignation of Crowe Chizek, Crowe Chizek did not
advise the Registrant of any of the following matters.
1. That the internal controls necessary for the Registrant to develop
reliable financial statements did not exist;
2. That information had come to Crowe Chizek's attention that had lead it
to no longer be able to rely on management's representations, or that
had made unwilling to be associated with the financial statements
prepared by management.
3. That there was a need to expand significantly the scope of the audit
of the Registrant, or that information had come to Crowe Chizek's
attention that if further investigated (I) may materially impact the
fairness or reliability of either a previously issued audit report of
underlying financial statements, or the financial statements issued or
to be issued covering the fiscal periods subsequent to the date of the
most recent financial statements covered by an audit report (including
information that may prevent it from rendering an
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unqualified audit report on those financial statements) or (ii) may
cause it to be unwilling to rely on management's representation or be
associated with the Registrant's financial statements and that, due to
its dismissal, Crowe Chizek did not so expand the scope of its audit
or conduct such further investigation;
4. That information had come to Crowe Chizek's attention that it had
concluded materially impacted the fairness or reliability of either
(I) a previously issued audit report or the underlying financial
statements or (ii) the financial statements issued or to be issued
covering the fiscal period subsequent to the date of the most recent
financial statements covered by an audit report (including information
that, unless resolved to the accountant's satisfaction, would prevent
it from rendering an unqualified audit report on those financial
statements), or that, due to its dismissal, there were no such
unresolved issues as of the date of its dismissal.
Crowe Chizek has furnished a letter to the SEC dated June 19, 2000 stating that
it agrees with the above statements, and it is attached hereto as Exhibit 1.
Item 7. Financial Statements and Exhibits
(a) Exhibits
1. Letter of Crowe Chizek and Company LLP dated June 19, 2000.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly cause this report to be signed on its behalf by the
undersigned hereunto duly authorized.
First National Entertainment Corp.
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Registrant
June 19, 2000 /s/ Charles E. Nootens
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Date Signature
Charles E. Nootens
Chairman