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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 14, 2000
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Date of Report (date of earliest event reported)
1st Net Technologies, Inc.
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Exact name of Registrant as Specified in its Charter
Colorado 0-27145 33-0756798
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
11423 W. Bernardo Ct., San Diego, CA 92127
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Address of Principal Executive Offices, Including Zip Code
(858) 675-4449
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Registrant's Telephone Number, Including Area Code
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
By letter dated April 14, 2000, the Company's independent certified
accountants, Corbin & Wertz, informed the Company that they were resigning as
the Company's independent certified accountants effective April 14, 2000. The
letter states that the reason for the resignation is that the Company and
Corbin & Wertz could not come to an agreement on the scope of the audit work
to be performed on the December 31,1999 audit. In addition, Corbin & Wertz
stated that they were also withdrawing their previously issued opinion on the
separate April 30, 1999 financial statements of Children's Technology Group,
Inc., a majority-owned subsidiary of the Company.
After Corbin & Wertz had commenced their audit of the Company's
consolidated financial statements, they informed the Company that the audit
would be more work than originally anticipated because of the state of the
Company's financial records and the need to expand audit scope to comply with
Statement of Auditing Standards No. 82 relating to the state of the Company's
financial records and an enforcement investigation commenced by the Securities
and Exchange Commission with respect to certain aspects of the Company's
business, and informed the Company that they would need to increase their fees
accordingly. The Company and Corbin & Wertz could not come to an agreement
with respect to the amount of the increase in fees, and a decision was
mutually made to terminate the relationship. The Company's Board of Directors
discussed the problem with Corbin & Wertz, and the Company has authorized
Corbin & Wertz to respond fully to inquiries from the new certified public
accounting firm regarding any matters deemed appropriate by the new auditors,
including, but not limited to, the scope of the audit.
Corbin & Wertz's report on the Children's Technology Group, Inc.'s
financial statements for the period of inception (July 30, 1998) through April
30, 1999 contained a going concern paragraph but otherwise did not contain a
disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles. Other than this report, Corbin & Wertz
has never issued any report on any financial statements for the Company or any
of its parents or subsidiaries. During the Company's two most recent fiscal
years and the interim period up to the date of resignation, there were no
disagreements between the Company and Corbin & Wertz that are required to be
disclosed under Item 3-04(a)(1)(iv) of Regulation S-K, and there were no
reportable events involving Corbin & Wertz as described under paragraphs (A)
through (D) of Item 3-04(a)(1)(iv) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Listed below are the financial statements, pro forma financial
information and exhibits, if any, filed as a part of this report.
None
(c) EXHIBITS:
Exhibit
Number Description Location
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16 Accountant's Letter Filed herewith electronically
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended report to be signed on its behalf by
the undersigned thereunder duly authorized.
1st Net Technologies, Inc.
May 9, 2000 By: /s/ James Watson
James Watson, Chief Executive Officer
3
May 9, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-KA dated April 14, 2000 of 1st Net Technologies,
Inc. and are in agreement with the statements contained therein insofar as
they relate to our firm.
/s/ Corbin & Wertz
CORBIN & WERTZ
Irvine, California
