SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest reported): March 31, 2001 Warrensburg Enterprises, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 000-28835 65-0963962 (Commission File Number) (IRS Employer Identification No.) 22154 Martella Avenue, Boca Raton, Florida 33433 (Address of Principal Executive Offices)(Zip Code) (561) 451-9674 (Registrant's Telephone Number, Including Area Code) INFORMATION TO BE INCLUDED IN THE REPORT ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) Previous Independent Auditors: (i) Effective March 31, 2002, Warrensburg Enterprises, Inc. (the "Company") dismissed Samuel F May, Jr., CPA, ("May") as the independent auditor for the Company. The Company has retained Robert Jarkow, CPA ("Jarkow") as their new auditors. (ii) May's report on the financial statements of the Company for the fiscal year ended December 31, 1999 and 2000 contains no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The Company's Board of Directors approved the change in accountants. (iv) During the fiscal year ended December 31, 2000 and 2001 and the subsequent interim period through the date of dismissal on March 31, 2002, there has been no disagreement between the Company and May 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 May would have caused it to make a reference to the subject matter of the disagreement in connection with its reports. (b) New Independent Accountants: (i) The Company engaged, Jarkow, 3111 North Andrews Avenue, Fort Lauderdale, Florida 33309 as its new independent accountants as of March 31, 2002. Prior to such date, the Company did not consult with Jarkow regarding (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by Jarkow, or (iii) any other matter that was the subject of a disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv) of Regulation S-K. ITEM 7 . FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Letter from Samuel F May, Jr., CPA, PA. 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. WARRENSBURG ENTERPRISES, INC. By: --------------------------------- Shelley Goldstein President May 9, 2002 Sam May, CPA Certified Public Accountant 20283 State Road 7, Suite 300 Boca Raton, Florida 33498 Office (561) 487-0670 Fax (561) 852-1646 May 9, 2002 Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Gentlemen: I have read Item 4(a) included in the Form 8-K/A dated April 28, 2002 of Warrensburg Enterprises, Inc., filed with the Securities and Exchange Commission and I am in agreement with the statements contained herein. Sincerely yours, Samuel F. May, Jr. Certified Public Accountant