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): July 15, 2003
GPN Network, Inc.
-----------------------------------------------
(Exact name of registrant specified in charter)
Delaware 033-05384 13-3301899
-------------------- -------------------- --------------------
(State of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
8655 East Via De Ventura, Suite E-155
Scottsdale, Arizona 85258
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(480) 922-3926
--------------------------------------------------
(Registrant's telephone number, including area code)
N/A
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNANT.
As of July 15, 2003, the Registrant selected Stonefield Josephson, Inc.,
Certified Public Accountants, an accountancy corporation, to be its auditor. The
Company's previous auditor was notified on July 9, 2003 that the change would be
effective as of July 15, 2003. There has been no disagreement in accounting
principles or in the report of financial statements and notes published by the
Company's previous auditor. A letter from the previous auditor confirming this
8-K report is attached herewith.
The audit report of Singer Lewak Greenbaum & Goldstein LLP on the financial
statements of the Company for the year ended December 31, 2002 contained the
following qualification:
"The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, during the year ended December 31, 2002, the Company
incurred a net loss of $222,384, and it had negative cash flows from operations
of $153,402. In addition, the Company had an accumulated deficit of $4,165,224
as of December 31, 2002. These factors, among others, as discussed in Note 2 to
the financial statements, raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty."
Other than the foregoing, said audit report did not contain any adverse opinion
or disclaimer of opinion, nor was it qualified or modified as to audit scope or
accounting principles. The decision to change accountants was approved by the
board of directors of the Registrant. During the Registrant's two most recent
fiscal years and any subsequent interim period preceding the change, there were
no disagreements with the former accountant 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 accountant, would have caused it to make reference to the subject matter
of the disagreements in connection with its report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) None
(b) None
(c) Exhibits:
---------
16.1 Letter dated July 9, 2003 from Singer Lewak Greenbaum & Goldstein
LLP regarding its occurrence with the statements made by the
Registrant in this Current Report.
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.
GPN Network, Inc.
By:/s/ Michael Wilhelm
-----------------------------
Michael Wilhelm, President
Dated: July 18, 2003
Exhibit 16.1
Singer Lewak Greenbaum & Goldstein LLP Telephone (310) 477-3924
Certified Public Accountants Facsimile (310) 478-6070
10960 Wilshire Boulevard
Suite 1100
Los Angeles, CA 90024
July 9, 2003
Securities and Exchange Commission
450 West Fifth Street, NW
Washington, D.C. 20549
Gentlemen:
We were previously the independent accountants for GPN Network, Inc., and on
March 19, 2003 we reported on the consolidated financial statements of GPN
Network, Inc. and its subsidiaries as of and for the two years ended December
31, 2002. On July 9, 2003, we were dismissed as independent accountants of GPN
Network, Inc. We have read GPN Network, Inc.'s statements included under Item 4
of its Form 8-K for July 15, 2003, and we agree with such statements.
Singer Lewak Greenbaum & Goldstein LLP