UNITED STATES
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) November 8, 2002
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E-Com Technologies Corporation
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(Exact name of registrant as specified in its charter)
Nevada 000-31503 98-0199981
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1281 West Georgia Street, Suite 388, Vancouver, BC, Canada V6E 3J7
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (604) 608-6336
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not applicable
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(Former name or former address, if changed since last report.)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On November 8, 2002, E-Com Technologies Corp. (the "Company") dismissed KPMG,
LLP as the Company's independent auditor. The decision to change independent
auditors was approved by the Company's Board of Directors.
During the Company's two most recent fiscal years and the subsequent interim
period preceding the date of change of accountants, there were no disagreements
between the Company and KPMG, LLP with respect to any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which if not resolved to their satisfaction would have caused them
to make reference in connection with their opinion to the subject matter of
the disagreement. The audit reports of KPMG LLP on the consolidated financial
statements of E-Com Technologies Corp. as of and for the years ended December
31, 2001 and 2002 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except as follows:
KPMG LLP's report on the consolidated financial statements of E-Com
Technologies Corp. as of and for the years ended December 31, 2001 and 2002,
contained a separate paragraph stating "The Company's consolidated financial
statements are prepared on a going concern basis in accordance with generally
accepted accounting principles in the United States which contemplates the
realization of assets and discharge of liabilities and commitments in the
normal course of business. Certain conditions, discussed below, currently
exist which raise substantial doubt upon the validity of this assumption.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty. The Company has begun to generate revenues
from sales of hardware and software and website services, but such revenues are
not yet sufficient to cover operating costs. Furthermore, the Company has
experienced negative cash flows for the year ended December 31, 2001 and at
December 31, 2001 has an excess of current liabilities over current assets.
The Company plans to increase revenue through marketing efforts and business
development and also plans to seek additional equity financing to fund future
operations. Through March 31, 2002, no such additional financing has been
obtained and there is no assurance that such financing will be available in
the future, when required, and on an economic basis. If the Company is unable
to generate sufficient cash inflows, it may be required to reduce or
limit operations."
Attached to this Current Report on Form 8-K is a letter from KPMG, LLP to the
Securities and Exchange Commission that states that KPMG, LLP agrees with the
foregoing statement.
On November 8, 2002, the Company engaged Amisano Hanson, Chartered Accountants
as the Company's independent auditor to audit the Company's financial
statements.
ITEM 7. EXHIBITS
(16) Letter from KPMG, LLP to the Securities and Exchange
Commission
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.
E-COM TECHNOLOGIES CORP.
Date: November 14, 2002 /s/ Kyle Werier
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Kyle Werier, President
Exibit (16)
Letter from KPMG, LLP to the Securities and Exchange
Commission
[ KPMG LOGO ]
KPMG LLP
Chartered Accountants Telephone (604) 691-3000
Box 10/126 777 Dunsmuir Street Telefax (604) 691-3031
Vancouver, BC V7Y 1K3 www.kpmg.ca
Canada
Securities and Exchange Commission
Washington DC 20549
November 14,2002
Dear Ladies and Gentlemen:
We were previously principal accountants for E-Com Technologies Corp. and,
under the date of March 1,2002 we reported on the consolidated financial
statements of E-Com Technologies Corp. as of and for the years ended December
31,2001 and 2000. On November 8,2002 we resigned. We have read E-Com
Technologies Corp.'s statements included under Item 4 of its Form 8-K dated
November 14,2002, and we agree with such statements, except that we are not
in position to agree or disagree with E-Com Technologies Corp's statement
that the decision to change independent auditors was approved by the Board
of Directors.
Yours very truly
KPMG LLP
Chartered Accountants