SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
AMENDMENT NO. 2 TO
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): September 22, 2000
FOUNTAIN COLONY VENTURES, INC.
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(Exact name of registrant as specified in its charter)
Colorado 33-27230 95-4798345
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(State of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
27 Hyakunin-cho, Higashi-ku, Nagoya, Aichi Prefecture, Japan
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(Address of principal executive offices)
011-81-52-937-8840
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
Fountain Colony Ventures, Inc. ("Fountain Colony") previously reported in a
Form 8-K Current Report filed September 28, 2000, that effective September 22,
2000, Fountain Colony engaged the accounting firm of BDO International and/or
one of its affiliates (collectively "BDO") as the new independent accountant
engaged as the principal accountant to audit Fountain Colony's financial
statements. During Fountain Colony's two most recent fiscal years and any
subsequent interim period prior to engaging BDO, neither Fountain Colony nor
someone on its behalf consulted BDO regarding: (i) the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on Fountain Colony's
financial statements; or (ii) any matter which was the subject of a
disagreement (there were no disagreements) or a reportable event (as described
in Item 304(a)(1)(iv) of Regulation S-B).
BDO never performed an audit of Fountain Colony's financial statements.
Effective October 18, 2000, Fountain Colony dismissed BDO as the independent
accountant previously engaged by Fountain Colony to audit the financial
statements of Fountain Colony.
Between the date of engaging BDO and the date of dismissing BDO, there were no
disagreements with BDO on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
Between the date of engaging BDO and the date of dismissing BDO:
(A) BDO did not advise Fountain Colony that the internal
controls necessary to develop reliable financial statements
did not exist;
(B) BDO did not advise Fountain Colony that information had come
to BDO's attention which made BDO unwilling to be associated
with the financial statements prepared by management; and
(C) BDO did not advise Fountain Colony that the scope of the
audit should be expanded significantly, or that information
has come to BDO's attention that BDO has concluded will, or
if further investigated might, materially impact the
fairness or reliability of a previously issued audit report
or the underlying financial statements, or the financial
statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent audited
financial statements (including information that might
preclude the issuance of an unqualified audit report), and
the issue was not resolved to BDO's satisfaction prior to
its resignation or dismissal.
On October 18, 2000, the decision was made by Fountain Colony to engage the
accounting firm of Stonefield Josephson as the new independent accountant
engaged as the principal accountant to audit Fountain Colony's financial
statements.
During Fountain Colony's two most recent fiscal years, and any subsequent
interim period prior to engaging Stonefield Josephson, neither Fountain Colony
nor someone on its behalf consulted Stonefield Josephson regarding: (i) the
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on Fountain
Colony's financial statements; or (ii) any matter which was the subject of a
disagreement (there were no disagreements) or a reportable event (as described
in Item 304(a)(1)(iv) of Regulation S-B).
The decision to change accountants was recommended and approved by Fountain
Colony's board of directors.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibit Description
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16.1 Letter regarding dismissal of BDO as certifying accountant.
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.
FOUNTAIN COLONY VENTURES, INC.
(Registrant)
Date: January 31, 2001 By: /s/ Katumori Hayashi
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Katumori Hayashi
President, Chief Executive Officer
and Chairman of Board of Directors
EXHIBIT INDEX
Exhibit Page
No. Exhibit Description No.
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16.1 Letter regarding dismissal of BDO 6
as certifying accountant.