VILLAGEWORLD COM INC
8-K, 2000-01-14
EATING PLACES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION




                              WASHINGTON, DC 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)               JANUARY 14, 2000




                             VILLAGEWORLD.COM, INC.
                             ----------------------
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)




       NEW YORK                    0-28058                    11-3137508
       --------                    -------                    ----------
   (STATE OR OTHER               (COMMISSION                (IRS EMPLOYER
   JURISDICTION OF               FILE NUMBER)             IDENTIFICATION NO.)
    INCORPORATION




          620 JOHNSON AVENUE, BOHEMIA, NEW YORK                 11716
          -------------------------------------                 -----
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)             (ZIP CODE)




REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE              (631) 218-0700




         -------------------------------------------------------------
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>   2
ITEM 4.  CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT.

     On December 30, 1999, the Registrant, Big City Bagels, Inc. (the
"Company"), dismissed its independent accountant, Richard A. Eisner & Company,
LLP. None of the reports of RAE on the financial statements during the past two
fiscal years contained an adverse opinion or disclaimer of opinion, or was
modified as to audit scope or accounting principles. The report issued by RAE
on the Company's Form 10-KSB for the year ending December 31, 1998 contained an
explanatory paragraph regarding the Company's ability to continue as a going
concern. During the Company's engagement of RAE, there were no disagreements
with RAE on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to RAE's satisfaction would have caused RAE to make reference to
the subject matter of the disagreement in connection with its report. The
Company has requested that RAE furnish it with a letter addressed to the U.S.
Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of that letter will be filed with the commission.

     On December 30, 1999, the Company engaged Laurence Rothblatt & Company, to
serve as the Company's independent accountant and auditor for future periods.
Prior to December 30, 1999, LR & Co. had served as the Company's independent
auditor for one of the Company's subsidiaries, Village Net, Inc. Except for
consultation with matters relating to Village Net, Inc., the Company, during
the Company's two most recent fiscal years and the subsequent interim period
preceding this engagement of LR & Co., neither the Company nor anyone on its
behalf has consulted with LR & Co. regarding the application of accounting
principles to a specific or contemplated transaction, or the type of audit
opinion that might be rendered on the Company's financial statements, and no
written or oral advice was provided to the Company that was an important factor
considered by the Company in reaching a decision as to any accounting, auditing
or financial reporting issue.

     The Company's dismissal of RAE and engagement of LR & Co. was approved and
ratified by the Company's Board of Directors. The Company does not have an
audit committee of the Board of Directors.

     RAE has furnished to the Company a letter addressed to the United States
Securities and Exchange Commission stating that it agrees with the disclosures
made herein. This letter is filed as an exhibit to this amendment to Current
Report on Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a.) Financial Statements

     None

(b.) Pro Forma Financial Information

     None

(c.) Exhibits

     16.1   Letter regarding change in Registrant's certifying accountant from
            Richard A. Eisner & Company LLP, dated January 11, 2000

<PAGE>   3
                                   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.



Dated January 14, 2000                               VILLAGEWORLD COM, INC.
                                                     -------------------------
                                                      (Registrant)



                                                      /s/ Peter Keenan
                                                      ------------------------
                                                      Peter Keenan
                                                      President

<PAGE>   1
                                                                    Exhibit 16.1

                  [Richard A. Eisner & Company LLP Letterhead]

                                                                January 11, 2000


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Gentlemen:


We have read item 4 of Form 8-K, which was filed on or about January 7, 2000 by
Villageworld, Com, Inc. (formerly Big City Bagels, Inc.) and are in agreement
with the statements contained therein which relate to Richard A. Eisner &
Company, LLP. We have no basis to agree or disgree with respect to the
statements regarding the engagement of and consulations with Laurence Rothblatt
& Company.


Very truly yours,




/s/ Richard A.Eisner & Company,LLP
- ----------------------------------
Richard A. Eisner & Company, LLP


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