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): October 27 , 2000
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Net-Force Systems, Inc.
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(Exact name of registrant as specified in its charter)
Antigua and Barbuda 0-29031
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P.O. Box W-645
St. John's, Antigua
(Address of principal executive offices)
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Registrant's telephone number, including area code: (268) 481-1970
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 23, 2000, on the recommendation of the Board of Directors,
the shareholders of Net-Force Systems, Inc. (the "Company"), by ordinary
resolution at a special meeting, dismissed Pannell Kerr Forster, Chartered
Accountants, and engaged H J & Associates, L.L.C. as its independent public
accountants to audit its financial statements and the financial statements of
the subsidiaries of the Company formerly audited by Pannell Kerr Forster.
The Company believes, and has been advised by Pannell Kerr Forster that
it concurs with such belief, that, for the six-month period ended October 31,
1999, and for the eleven-month period ended October 23, 2000, the Company and
Pannell Kerr Forster did not have any disagreement on disclosure or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
Pannell Kerr Forster would have caused it to make reference in connection with
its report on the Company's financial statements to the subject matter of the
disagreement, or at all.
The report of Pannell Kerr Forster on the Company's financial
statements for the six-month period ended October 31, 1999 did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit scope or accounting principles. During that period, there
were no "reporting events" within the meaning of Item 304(a)(1)(v) of Regulation
S-K promulgated under the Securities Act of 1933.
The Company has requested that Pannell Kerr Forster furnish a letter
addressed to the Securities and Exchange Commission stating whether Pannell Kerr
Forster agrees with the above statements. A copy of that letter is attached as
Exhibit 1 to this Form 8-K.
ITEM 7. EXHIBITS
Letter from Pannell Kerr Forster.
SIGNATURE
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.
NET-FORCE SYSTEMS, INC.
Dated: October 27, 2000 By: /s/ Terry Bowering
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Name: Terry G. Bowering
Title: Chief Executive Officer
INDEX TO EXHIBITS
Exhibit
Number Description
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1. Letter from Pannell Kerr Forster.