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) February 12, 2002 ----------------- VHS NETWORK, INC. ----------------------------------------------- Exact name of registrant as specified in its charter) Florida 000-29827 22-3440510 ----------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) Formation) 5170 DIXIE ROAD MISSISSAUGA, ONTARIO, CANADA L4W 1E3 --------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (905) 238-9398 -------------- ___________________________________________________________ (Former name or former address, if changes since last report) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT ------------------------------------------------- On February 12, 2002, PMB & Company, LLP ("PMB") was dismissed as the independent accountant for the Company. The reports of PMB on the Company's financial statements within the two most recent fiscal years or any subsequent interim period, contain no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. The Company's Board of Directors approved the dismissal of PMB. During the two most recent fiscal years and any subsequent interim period preceding PMB's dismissal, there were no disagreement(s) with PMB on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of PMB, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. No "reportable events" (as defined in Item 304 (a) (1) (iv) of Regulation S-B) occurred during the Company's two most recent fiscal years and any subsequent interim period, preceding the accounting firm of PMB's dismissal. The Company has requested that PMB furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not PMB agrees with the above statements. A copy of such letter shall be filed as an exhibit to a Form 8K-A. The Company engaged Gary R. Brown, Chartered Accountants ("Brown"), as its new independent accountants as of February 18, 2002. Prior to such date, the Company did not consult with Brown regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered by Brown on the Company's financial statements, or (iii) any other matter that was the subject of a disagreement between the Company and its auditor (as defined in Item 304(a)(1)(iv) of Regulation S-B and its related instructions) or a reportable event (as described in Item 304(a) (1)(iv) of Regulation S-B). -2- SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized and caused the undersigned to sign this Report on the Registrant's behalf. VHS NETWORK INC. By: /s/ Elwin D. Cathcart Elwin D. Cathcart, CEO Dated: February 27, 2002 -3-