FULLCOMM TECHNOLOGIES INC
8-K, 2000-09-01
EATING PLACES
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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 EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported) April 19, 2000
                                                          --------------


                           Fullcomm Technologies, Inc.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


      Delaware                      0-25007                     65-0655628
--------------------------------------------------------------------------------
   (State or Other         (Commission File Number)          (IRS Employer
     Jurisdiction                                          Identification No.)
   of Incorporation)


110 West Franklin Avenue, Pennington, New Jersey                     08534
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip Code)


                                 (609) 730-9900
                        ---------------------------------
                         (Registrant's telephone number,
                              including area code)



          ------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report

<PAGE>

     ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     (a)  Previous  Independent   Accountants.   On  April  19,  2000,  Fullcomm
Technologies,  Inc. (the "Company") dismissed Thomas P. Monahan ("Monahan"),  as
its  independent  accountant.  In connection with his audits for each of the two
years in the period ended  December 31, 1999 and through  April 19, 2000,  there
were no  disagreements  with Monahan on any matters of accounting  principles or
practices,  financial statement disclosure, or auditing scope or procedure which
caused  disagreements  if not resolved to the satisfaction of Monahan would have
caused him to make reference thereto in his reports on the financial  statements
of the Company for such years. The report of Monahan on the Company's  financial
statements  for each of the two years in the  period  ended  December  31,  1999
contained no adverse  opinion or  disclaimer  of opinion and was not modified or
qualified as to uncertainty,  audit scope, or accounting principle. The decision
to dismiss  Monahan was  approved by the full Board of Directors of the Company.
Monahan has furnished the Company with a letter  addressed to the Securities and
Exchange Commission stating his agreement with the above statements.

     (b)  New Independent Accountants.  On April 19, 2000, the Company  retained
Goldstein Golub Kessler LLP as its independent auditors.

     ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a) Financial Information of Businesses Acquired.

         Not applicable.

     (b) Pro Forma Financial Information.

         Not applicable.

     (c) Exhibits.

         Exhibit No.              Description of Exhibit
         -----------              ----------------------

         16                       Letter re:  Change in Certifying Accountants.




                                     - 2 -
<PAGE>

                                   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.

                                Fullcomm Technologies, Inc.



                                By: /s/ Wayne Lee
                                    -----------------------------------
                                    Wayne Lee
                                    Executive Vice President
                                    (Principal Financial and Accounting Officer)


Date: September 1, 2000



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