Gary Saunders
PRESIDENT
EKnowledge Group, Inc.
400 S. Ramona, Suite 203, Corona, CA 92879
(Name and Address of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
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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: May 2, 2003
Commission File Number: 0-29183
EKNOWLEDGE GROUP, INC.
Nevada 91-1982250
(Incorporation) (IRS Number)
400 S. Ramona, Suite 203, Corona, CA 92879
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (909) 372-2800
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On December 18, 2002, Merdinger, Fruchter, Rosen & Company, P.C.,
(The "Former Accountants") informed the Company they have decided to cease
auditing publicly traded companies and have resigned as the company's
principal accountants.
The Former Accountants' reports on the financial statements for the
fiscal years ended December 31, 2001 and 2000 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles except modification as to
uncertainty that the company will continue as a going concern. The
Company's Board of Directors has approved the resignation of the Former
Accountants.
During the last two fiscal years preceding the Former
Accountants' resignation, and for the interim period from January 1, 2002
through December 18, 2002, there were no disagreements with the Former
Accountants, whether or not resolved, on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of the
Former Accountants, would have caused it to make reference to the subject
matter of the disagreements in connection with its reports.
During the last two fiscal years preceding the Former Accountants'
resignation, and for the interim period from January 1, 2002 through
December 18, 2002, there were no "reportable events" as defined by
Regulation S-K, Item 304 (a)(1)(v)(A) through (D).
On April 25, 2003 the Company engaged Mendoza Berger Company, L.L.P.
Certified Public Accountants, 5500 Trabuco Road, Suite 150, Irvine, CA,
92620, 949-387-9850, (the "New Accountants") as our principal accountants
to audit our financial statements. The engagement of the new Accountants
was approved by the Company's Board of Directors.
A letter from the Former Accountants addressed to the Securities and
Exchange Commission stating the Former Accountants agree with the statements
made by the Company in this report has been filed as an exhibit to this
report.
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EXHIBITS
The following exhibit is furnished in accordance with the provisions of Item 601
and Regulation S-B.
Exhibit No. Description
16.1 Letter on change in certifying accountant from Merdinger, Fruchter, Rosen &
Company, P.C. (Filed herewith.)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date
indicated.
May 2, 2003
EKNOWLEDGE GROUP, INC.
by
/s/Gary Saunders
Gary Saunders
authorized officer
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EXHIBIT 16.1
LETTER ON CHANGE IN CERTIFYING ACCOUNTANT
FROM MERDINGER, FRUCHTER, ROSEN & COMPANY, P.C. CERTIFIED
PUBLIC ACCOUNTANTS
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MERDINGER, FRUCHTER, ROSEN & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
888 SEVENTH AVENUE
NEW YORK, NEW YORK 10106
May 2, 2003
Securities and Exchange Commission
450 - Fifth Street, N.W.
Washington, D.C. 20549
Re: eKnowledge Group, Inc.
Gentlemen:
We have read and agree with the representations in Item 4 of Form 8-K of
eKnowledge Group, Inc. dated May 2, 2003 relating to Merdinger, Fruchter,
Rosen & Company, P.C.
MERDINGER, FRUCHTER, ROSEN &
COMPANY, P.C.
Certified Public Accountants
New York, New York
May 2, 2003
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