UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant To Section 13 OR 15(d) Of The Securities Exchange Act Of 1934
OCTOBER 16, 2002
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Date of Report (date of earliest event reported)
HOST AMERICA CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-16196 06-1168423
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification Number)
TWO BROADWAY
HAMDEN, CONNECTICUT 06518
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(Address of Principal Executive Offices
Including Zip Code)
(203) 248-4100
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(Registrant's telephone number,
including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
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N/A
Item 2. Acquisition or Disposition of Assets
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N/A
Item 3. Bankruptcy or Receivership
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N/A
Item 4. Changes in Registrant's Certifying Accountants
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On October 16, 2002, DiSanto Bertoline & Company, P.C.
("DiSanto Bertoline") resigned as the Company's independent
public accountants. This resignation results from DiSanto
Bertoline's merger with Carlin, Charron & Rosen LLP effective
October 16, 2002.
DiSanto Bertoline's reports on the Company's consolidated
financial statements for each of the years ended 2002 and 2001
did not contain an adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty (except
as discussed in the following paragraph), audit scope or
accounting principles.
DiSanto Bertoline's report on the Company's consolidated
financial statements for the year ended June 30, 2002 contained
an explanatory paragraph which stated that the consolidated
financial statements were prepared assuming that the Company
will continue as a going concern. The Company's bank notified
the Company of its intent to not renew its revolving line of
credit which matures on November 30, 2002 and further, the
Company was in default of a certain loan covenant which allows
the bank to demand repayment of all amounts owed. No such
demand had been made as of the report date.
During the years ended June 30, 2002 and June 29, 2001 and
through the date hereof, there were no disagreements with
DiSanto Bertoline on any matter of accounting principle or
practice, financial statement disclosure, or auditing scope or
procedure which, if not resolved to DiSanto Bertoline's
satisfaction, would have caused them to make reference to the
subject matter in connection with their report on the Company's
consolidated financial statements for such years; and there
were no reportable events as defined in Item 304(a)(1)(iv) of
Regulation S-B.
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The Company provided DiSanto Bertoline with a copy of the
foregoing disclosures. Attached as Exhibit 16 is a copy of
DiSanto Bertoline's letter, dated October 24, 2002, stating its
agreement with such statements.
Effective October 16, 2002, the Board of Directors, based
upon a recommendation of its Audit Committee, retained Carlin,
Charron & Rosen LLP ("CCR") as its independent auditors to
audit the Company's consolidated financial statements for the
year ending June 30, 2003. During the years ended June 30,
2002 and June 29, 2001 and through the date hereof, the Company
did not consult CCR with respect to the application of
accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might
be rendered on the Company's consolidated financial statements,
or any other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-B.
Item 5. Material Events
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N/A
Item 6. Resignations of Registrant's Directors
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N/A
Item 7. Financial Statements and Exhibits
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(c) Exhibits
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16 Letter from Disanto Bertoline & Company, P.C. to The
Securities and Exchange Commission dated October 24,
2002.
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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.
HOST AMERICA CORPORATION
Dated: October 24, 2002 By: /s/ Geoffrey W. Ramsey
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Geoffrey W. Ramsey
President, CEO and Director
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