SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 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): November 20, 2002
Commission File Number: 000-28005
MetaSource Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0422028
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 Exchange Place, Suite 1607, New York, New York 10005
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(Address of principal executive offices) (Zip Code)
(646) 805-5141
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(Registrant's Telephone Number, Including Area Code)
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(Former name, if changed since last report)
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(Former Address and Telephone Number of Principal Executive Offices)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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On or about November 22, 2002, a new accountant, Merdinger, Fruchter, Rosen &
Company, P.C., was engaged as the principal accountant to audit the Registrant's
financial statements for the 2002 fiscal year. The decision to engage the new
auditor was recommended and approved by the Registrant's Board of Directors. On
or about November 20, 2002, the Registrant's auditor, Beckstead and Watts, LLP
("Beckstead") resigned as the Registrant's auditor.
Before resigning, the independent auditing firm of Beckstead had completed
reviews covering the quarters ended June 30, 2002 and March 31, 2002 on the
financial statements of MetaSource Group, Inc. None of the audit reports of
Beckstead on the Registrant's financial statements for the past two fiscal years
contained any adverse opinion or disclaimer of opinion; however, the audit
reports contained going concern qualifications, which are common to development
stage companies. At no time were there any disagreements between the Registrant
and Beckstead on any matter of accounting principles or practices, financial
statement disclosures or auditing scopes or procedures.
Prior to its engagement as the Registrant's independent auditors, Merdinger,
Fruchter, Rosen & Company, P.C. had not been consulted by the Registrant either
with respect to the application of accounting principles to a specific
transaction or the type of audit opinion that might be rendered on the
Registrant's financial statements or on any other matter that was the subject of
any prior disagreement between the Registrant and its previous certifying
accountants.
In addition, during March 30, 1999 through November 20, 2002, there were no
"reportable events" within the meaning of Item 304 of the Securities and
Exchange Commission's Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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Index to Exhibits
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16.1 Letter from Beckstead and Watts, LLP, certified public accountants, to the
Securities and Exchange Commission dated December 6, 2002.
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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, thereunto duly authorized.
MetaSource Group, Inc.
December 6, 2002 By: /s/ Courtney Smith
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Courtney Smith, President
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