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 (Date of earliest event reported)  September 7, 2001


                             POINT ARENA GROUP, INC.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)


         0-29393                                                  33-0619521
(Commission File Number)                      (IRS Employer Identification No.)


 24351 Pasto Road, Suite B, Dana Point, California                      92629
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code:  (949) 489-2400
         CIK Number 0001092805







Item 4.       Change in Accountants.

          The Registrant's former independent accountant Thurman, Shaw & Co., LC
("Thurman,  Shaw")  resigned from that capacity on September 7, 2001. The report
by Thurman, Shaw on the financial statements of the Registrant dated January 12,
2001,  including  balance sheets as of June 30, 2000 and 1999 and the statements
of operations,  cash flows and statement of  stockholders'  equity for the years
ended June 30, 2000 and 1999 and the period  inception  (April 20, 1994) to June
30, 2000 did not contain an adverse  opinion or a disclaimer of opinion,  or was
qualified or modified as to uncertainty,  audit scope or accounting  principles.
During  the period  covered  by the  financial  statements  through  the date of
resignation  of the  former  accountant,  there were no  disagreements  with the
former accountant on any matter of accounting principles or practices, financial
statement disclosure,  or auditing scope or procedure.  On September 7, 2001 the
Registrant  engaged  Pritchett,  Siler &  Hardy,  P.C.  as its  new  independent
accountants.  Prior to the  engagement of Pritchett,  Siler & Hardy,  P.C.,  the
Registrant  did  not  consult  with  Pritchett,  Siler  &  Hardy,  P.C.,  on the
application of accounting principles to any specific transaction nor the type of
audit opinion that might be rendered on the Registrant's  financial  statements.
Thurman,  Shaw was provided by the  disclosure  set forth above and provided the
Registrant  with a letter to the effect that it did not disagree  with the above
statements  as far as they related to Thurman,  Shaw.  A copy of Thurman  Shaw's
letter is filed as an exhibit to this Current Report.


          (c)     Exhibits

          16.1    Letter from Thurman, Shaw & Co., LC. Filed herewith.


                                   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:  September 7, 2001                              POINT ARENA GROUP, INC.



                                                       By: /s/ Jehu Hand
                                                       Jehu Hand
                                                       President



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