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
Date of Report (Date of earliest event reported): October 7, 2002
ELINE ENTERTAINMENT GROUP, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-30451 88-0429856
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
8905 Kingston Pike, Suite 313, Knoxville, TN 37923
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(Address of executive offices and Zip Code)
Registrant's telephone number, including area code: (865) 765-0709
not applicable
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(Former name or former address, if changed since last report)
This Amendment to our earlier Report on Form 8-K filed on October 3,
2002, as amended by a Report on Form 8-K/A filed on October 7, 2002, is being
filed to provide additional disclosure in response to a comment letter from the
SEC. The following disclosure in Item 4 contains both the original information
set forth in our aforedescribed Reports on Form 8-K and 8-K/A, as well as the
additional clarifying disclosure requested by the SEC.
Item 4. Charges in Registrant's Certifying Accountant.
On September 30, 2002 we notified Rodefer Moss & Co PLLC, our principal
independent accountant, that we were terminating their services. The report of
Rodefer Moss & Co PLLC on our financial statements for the fiscal year ended
October 31, 2001 contained an explanatory paragraph as to our ability to
continue as a going concern. Other than such going concern modification, such
report did not contain an adverse opinion or disclaimer of opinion, nor was it
modified as to uncertainty, audit scope, or accounting principles. There were no
disagreements between our company and Rodefer Moss & Co PLLC on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to Rodefer Moss & Co PLLC's
satisfaction, would have caused it to make reference to the subject matter of
the disagreement(s) in connection with its report.
As previously disclosed in our Reports on Form 8-K filed on October 22,
2001 and October 25, 2001 regarding the previous change in our principal
independent accountant from J.H. Cohn, LLP to Rodefer Moss & Co PLLC, prior to
the resignation of J.H. Cohn, LLP on October 15, 2001 there were no
disagreements between our company and J.H. Cohn, LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved to J.H. Cohn, LLP's satisfaction, would have
caused it to make reference to the subject matter of the disagreement(s) in
connection with its report. A copy of the letter from J.H. Cohn, LLP to the SEC
confirming the foregoing statement was filed as an exhibit to our Report on Form
8-K as filed on October 25, 2001.
Accordingly, during the two most recent fiscal years and any subsequent
interim period prior to each of their respective resignation or termination,
there were no disagreements between our company and either of J.H. Cohn, LLP or
Rodefer Moss & Co PLLC on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to such firm's satisfaction, would have caused it to make reference to
the subject matter of the disagreement(s) in connection with its report.
On September 30, 2002 we engaged Dempsey Vantrease & Follis PLLC to act
as our principal independent accountant. Prior to such engagement, during the
two most recent fiscal years and any subsequent interim period prior to engaging
Dempsey Vantrease & Follis PLLC we did not consult with such firm regarding the
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on our
financial statements.
The change in our principal independent accountants was approved by our
board of directors.
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In accordance with the requirements of Item 304 of Regulation S-B of
the Securities Act of 1933, we provided Rodefer Moss & Co PLLC with a copy of
Item 4 of our Report on Form 8-K as filed on October 3, 2002 and they furnished
us a letter addressed to the SEC stating that such firm agreed with the
statements made by us in that Report. A copy of such letter was filed as an
exhibit to our Report on Form 8-K/A filed on October 7, 2002. We have also filed
as an exhibit to this Report on Form 8-K/A a letter from Rodefer Moss & Co, PLLC
addressed to the SEC confirming that they agree with the statements contained in
this Report as they relate to that firm.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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16.1 Letter from Rodefer, Moss & Co, PLLC regarding change in
certifying accountants *
* filed herewith
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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.
Eline Entertainment Group, Inc.
Date: October 21, 2002 By: /s/ Barry A. Rothman
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Barry A. Rothman, President
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