UNITED STATES
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): January 7, 2004
INTERACTIVE GROUP, INC.
-----------------------
(Exact name of registrant as specified in its charter)
Delaware 0-21898 46-0408024
- ----------------------------- ------- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
204 North Main Street, Humboldt, SD 57035
----------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (605) 363-5117
Not Applicable
--------------
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
As previously reported by registrant, on December 10, 2003, registrant
entered into a Stock Purchase and Exchange Agreement (the "Exchange Agreement"),
providing for a number of transactions that will result in a change in the
control of registrant. It is expected that the transactions contemplated by the
Exchange Agreement will be consummated on January 13, 2004, following approval
of certain amendments to the Certificate of Incorporation of registrant by the
stockholders thereof at a special meeting to be held on January 12, 2004.
On January 7, 2004, in connection with the pending change in control, the
registrant selected a new independent certified public accountant, Kevin G.
Breard, CPA, An Accountancy Corporation, to replace the Company's previous
accountants, McGladrey & Pullen, LLP. The decision to change accountants was
made by the Board of Directors of registrant, in order for registrant to retain
the accountant who certified the financial statements of Arrowhead Research
Corporation, which will be deemed the "acquirer" of registrant pursuant to the
transactions contemplated by the Exchange Agreement. The reports of McGladrey &
Pullen, LLP on registrant's financial statements as of September 30, 2002 and
2003, and for each of the fiscal years in the 2-year period then ended,
contained an explanatory paragraph concerning substantial doubt about the
Company's ability to remain a going concern"". However, during this 2-year
period, there were no disagreements with the former accountants on any matter of
accounting principles and practices, financial statement disclosure, or auditing
scope or procedure.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
1 - Letter dated January 8, 2004, from McGladrey & Pullen, LLP,
addressed to the Securities and Exchange Commission, filed
pursuant to Item 304(a)(3) of Regulation SB.
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.
INTERACTIVE GROUP, INC.
Date: January 8, 2004 By:
-----------------------------------
Robert J. Stahl, President