SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 19, 2003 APTA HOLDINGS, INC. (Exact name of registrant as specified in charter) Delaware 0-26777 22-3662292 (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) 815 Bombardier Street Shediac, New Brunswick, Canada, E4P 1H9 (Address of principal executive offices) Registrant's telephone number, including area code: (506) 532-8515 or 1-877-532-8515 -1- ITEM 4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On February 19, 2003, the Board of Directors of APTA Holdings Inc. (the "Company") unanimously approved the dismissal of Haefele, Flanagan & Co., P.C. and the appointment of Grant Thornton LLP as the independent accountant for the company and subsidiary. The Company engaged Grant Thornton LLP on February 19, 2003. In connection with the audits of the two fiscal years ended December 31, 2001 and 2000 and the interim period ending September 30, 2002, there were no disagreements with Haefele, Flanagan & Co., P.C. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement. The audit reports of Haefele, Flanagan & Co., P.C. on the financial statements of the Company as of and for the years ended December 31, 2001 and 2000 did not contain any adverse opinion or disclosure of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's two most recent fiscal years, and through February 19, 2003, the Company has not consulted with Grant Thornton LLP regarding any of the matters specified in Item 304(a)(2) of Reg. S-K. -2- Item 7 - FINANCIAL STATEMENTS AND EXHIBITS 16.01 - Letter regarding changes in Certifying Accountant. HAEFELE FLANAGAN CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS Haefele, Flanagan & Co., p.c. 856-722-5300 Tall Oaks Corporate Center 215-627-5150 Building 2, Suite 200, 1000 Lenola Road Fax: 856-722-5395 P.O. Box 471, Moorestown, NJ 08057 www.hfco.com February 19, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Apta Holdings, Inc. We have read the statements that we understand Apta Holdings, Inc. (the "Company") will include under Item 4 of the Form 8-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements made under Item 4. Very truly yours, Haefele, Flanagan & Co., p.c. -3- 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. APTA HOLDINGS, INC. /s/ Ralph Eisenschmid DATED: February 21, 2003 By: Ralph Eisenschmid President -4-