FORTUNE ENTERTAINMENT CORP /DE/
8-K/A, 2000-05-18
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                       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 (date of earliest event reported): March 23, 2000



                        Fortune Entertainment Corporation
                        ---------------------------------
             (Exact name of Registrant as specified in its charter)



         Delaware                      0-23859                   88-04053347
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File No.)         (IRS Employer
 of incorporation)                                           Identification No.)



           144 Elm Street, 2nd Floor, Suite 16, Biddeford, Maine 04005
         ---------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)


       Registrant's telephone number, including area code: (207) 282-0878
                                                           --------------

                                       N/A
          (Former name or former address if changed since last report.)



<PAGE>


Item 4.  Change in Registrant's Certifying Accountant

      Effective  March 23,  2000,  the Company  retained  Gordan,  Harrington  &
Osborn,  P.C.  ("GH&D") to act as the  Company's  independent  certified  public
accountant  for the year ending  December 31, 1999. In this regard GH&D replaced
Ernst & Young LLP ("EY") which audited the Company's financial  statements as at
December  31,  1998 and 1997 and for the year ended  December  31,  1998 and the
period from August 25, 1997 (inception) to December 31, 1997. EY stated in their
report of the Company's financial  statements at December 31, 1998 and 1997 that
since the Company is in the  development  stage,  has no  established  source of
revenue and is dependent on its ability to raise  capital from  shareholders  or
other  sources  to  sustain  operations,  there is  substantial  doubt as to the
Company's ability to continue in business.  With the exception of the foregoing,
the  report of EY's at  December  31,  1998 and 1997 did not  contain an adverse
opinion,  or disclaimer of opinion and was not qualified or modified as to audit
scope or  accounting  principles.  During the  Company's  two most recent fiscal
years and subsequent interim periods, there were no disagreements with EY on any
matter of accounting principles or practices,  financial statement disclosure or
auditing  scope or  procedures,  which  disagreements,  if not  resolved  to the
satisfaction of EY would have caused it to make reference to such  disagreements
in its report.

      The  Company  has  authorized  EY to discuss  any matter  relating  to the
Company and its operations with GH&D.

      The change in the Company's  auditors was  recommended and approved by the
board of directors of the Company. The Company does not have an audit committee.

      During the two most recent fiscal years and  subsequent  interim  periods,
the  Company  did not consult  GH&D  regarding  the  application  of  accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's  financial  statements,
or any matter that was the subject of a disagreement or a reportable event.

      GH&D has  reviewed  the  disclosures  contained  in this 8-K  report.  The
Company has advised GH&D that it has the opportunity to furnish the Company with
a letter addressed to the Securities and Exchange Commission  concerning any new
information,  clarifying the Company's disclosures herein, or stating any reason
why GH&D does not agree with any statements  made by the Company in this report.
GH&D has advised the Company that nothing has come to its attention  which would
cause it to believe that any such letter was necessary.

Item 7.  Financial Statements, Pro Forma Financial Information

   (a)      Not Applicable

   (b)      Not Applicable

   (c)      Exhibits



<PAGE>


      16.1  Letter from former auditors confirming information in Item 4

                                   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.


Date:   May 18, 2000

                                          Fortune Entertainment Corporation




                                          By:    /s/ William M. Danton
                                                --------------------------------
                                                William M. Danton
                                                President







April 10, 2000

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

Dear Sir/Madam:

We have read Item 4 of Form 8-K dated April 10, 2000,  of Fortune  Entertainment
Corporation  and are in  agreement  with the  statements  contained in the first
paragraph  on page 1 therein.  We have no basis to agree or disagree  with other
statements of the registrant contained therein.

Very truly yours,


 /s/ Ernst & Young LLP
- ----------------------------
Ernst & Young LLP

cc:   Mr. William M. Danton





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