UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 24, 2000
Chattown.com Network, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
0-22373 58-2027283
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(Commission File Number) (IRS Employer Identification Number)
c/o Richard Surber, President
268 West 400 South, Suite #300
Salt Lake City, Utah 84101
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(Address of principal executive offices)
(801) 575-8073 Ext. 106
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(Registrant's telephone number, including area code)
<PAGE>
ITEM 4. Changes in Registrant's Certifying Accountant
On March 14, 2000, Chattown.com Network, Inc. ("the Company" formerly known as
Vaxcel, Inc.) dismissed Ernst & Young LLP ("E&Y), the principal accountant
previously engaged to audit the Company's financial statements. Effective March
14, 2000, the Company retained Tanner + Co. ("Tanner") as the principal
accountants to replace E&Y. The Company's audit committee and board of directors
approved the change of accountants from E&Y to Tanner.
The audit reports of E&Y on the Company's financial statements for the fiscal
years ending December 31, 1997 and 1998 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 such reports were modified to
include an explanatory paragraph for a going concern uncertainty.
In connection with the audits of the fiscal years ending December 31, 1997 and
1998 and the subsequent interim periods through March 14, 2000, the date of
termination, the Company had no disagreements with E&Y on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to their satisfaction,
would have caused E&Y to make reference in connection with their opinion to the
subject matter of the disagreement. In addition, during that time there were no
reportable events (as defined in Item 304(a)(1)(iv) of Regulation S-B).
During the fiscal years ending December 31, 1997 and 1998, and the subsequent
interim period through March 14, 2000, the date of termination, and prior to
such appointment, the Company did not consult with Tanner regarding the
application of generally accepted accounting principles to a specific
transaction, either proposed or completed, or the type of audit opinion that
might be rendered on the Company's consolidated financial statements. Since
there were no disagreements or reportable events (as defined in Item 304(a)(2)
of Regulation S-B), the Company did not consult Tanner in respect to these
matters during that time.
The Company provided E&Y with a copy of this amended report prior to filing it
with the SEC. The Company requested that E&Y furnish the Company with a letter
to the SEC stating whether E&Y agrees with the above statements. A copy of that
letter dated March 23, 2000 is filed as Exhibit 16 to this Form 8-K/A.
2
<PAGE>
ITEM 7. Financial Statements and Exhibits
(b)(1) Pro Forma Financial Statements.
None.
(c)(1) Exhibits. The following are exhibits included as part of this report:
SEC Reference
Exhibit Number Number Title of Document Location
- -------------- --------------- ----------------- --------
16 16.01 Letter from Ernst & This filing
Young, LLP, relating
to its dismissal as
the Registrant's
independent
auditors.
Dated: March 24, 2000
Chattown.com Network, Inc.
By: /s/ Richard D. Surber
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Name: Richard D. Surber
Title: President
3
EXHIBIT 16.01
Ernst & Young Ernst & Young LLP Phone: (404) 874-8300
Suite 2800 www.ey.com
600 Peachtree Street
Atlanta, Georgia 30308-2215
EXHIBIT 16 TO FORM 8-K
March 23, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlement:
We have read Item 4 of Form 8-K dated March 16, 2000 of Chattown.com Network,
Inc. (f/k/a Vaxcel, Inc.) and are in agreement with the statements contained in
paragraphs two, three and five on page two therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
Ernst & Young LLP
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
