ASHTON TECHNOLOGY GROUP INC
8-K, 1997-05-06
COMPUTER PROGRAMMING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

                         Date of Report: April 30, 1997



                        THE ASHTON TECHNOLOGY GROUP, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                     333-1182           22-6650372
- --------------------------------------------------------------------------------
(State or other jurisdiction of      (Commission File    (IRS Employer 
         incorporation)                   Number)         Identification Number)


1900 Market Street, Suite 701, Philadelphia, Pennsylvania         19103
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (215) 751-1900



<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant

     On April 30, 1997,  Goldstein  Golub  Kessler & Company,  P.C.  ("GGK") was
engaged as principal  accountant to audit the financial statements of The Ashton
Technology  Group,  Inc.  (the  "Company")  and  its  subsidiaries.  GGK was the
Company's auditor for its initial public offering.

     On April 30, 1997,  Arthur Andersen LLP  ("Andersen")  was dismissed as the
principal  accountant  engaged  in  auditing  the  financial  statements  of the
Company.  Andersen's  report on the financial  statements of the Company for the
1996  fiscal  year  (which  was the only  year for which  Andersen  acted as the
Company's  principal  accountant)  did  not  contain  an  adverse  opinion  or a
disclaimer  of opinion and was not  modified as to  uncertainty,  audit scope or
accounting  principles.  The decision to change  accountants was approved by the
Company's Board of Directors.  There were no disagreements  with Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope or  procedure,  which,  if not resolved to the  satisfaction  of
Andersen,  would have caused it to make  reference to the subject  matter of the
disagreement(s) in connection with its report.

Item 7.  Financial Statements and Exhibits

         (c)  Exhibits.

              None.




<PAGE>

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned herewith duly authorized.

Date:  May 6, 1997                      The Ashton Technology Group, Inc.
                                        --------------------------------
                                                  (Registrant)


                                        By:  /s/ Robert A. Eprile
                                             --------------------------
                                             Robert A. Eprile
                                             Chairman of the Board



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