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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: July 5, 2000
e-commerce group, Inc.
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(Exact name of registrant as specified in charter)
Nevada
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(State of other jurisdiction of incorporation)
000-27139 88-0293704
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(Commission File Number) (IRS Employer Identification No.)
3675 Pecos-McLeod, Suite 1400, Las Vegas, NV 89121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: 702-866-2500
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(Former Address, if changed since Last Report) (Zip Code)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
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e-commerce group, Inc. (the "Company"), has historically engaged Barry L.
Friedman ("Friedman") as its independent auditor. On July 6, 2000, the Company
completed the acquisition of all of the outstanding shares of Sports Fitness &
Leisure Ltd., a United Kingdom company ("SFL"), pursuant to the terms of a Stock
Purchase Agreement between the Company and the shareholders of SFL (the "SFL
Acquisition"). As a result of the SFL Acquisition, the Company's Board of
Directors authorized management of the Company to engage Ernst & Young LLP as
the Company's principal independent auditors for the fiscal year ended December
31, 2000 for the purposes of rendering an audit opinion for the Company's
consolidated financial statements as well as conducting an audit of SFL's
operations located in England and on July 12, 2000, Ernst & Young was engaged
for such purposes.
Management represents as follows: (a) There have been no disputes
between management and Friedman and his reports have not contained an
adverse opinion or disclaimer of opinion, and were not qualified or modified as
to uncertainty, audit scope, or accounting principles; (b) during the Company's
two most recent fiscal years and any subsequent interim period, there were no
disagreements with Friedman on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure; and
(c)
Friedman expressed no disagreement or difference of opinion regarding any
"reportable" event as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.
In addition, during the Company's two most recent fiscal years and any
subsequent interim period, Friedman has not advised the Company that: (a)
the internal controls necessary to develop reliable financial statements did not
exist; (b) information had come to the attention of Friedman which made him
unwilling to rely on management's representations, or unwilling to be associated
with the financial statements prepared by management; (c) the scope of the audit
should have been expanded significantly; or (d) information had come to
Friedman's attention that he had concluded would, or if further
investigated might have, materially impacted the fairness or reliability of a
previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent audited financial statements,
including information that might have precluded the issuance of an unqualified
audit report, and the issue had not been resolved to Friedman's
satisfaction.
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The Company requested, and Friedman has furnished, a letter
addressed to the Securities and Exchange Commission stating that Friedman
agrees with the above statements that pertain to Friedman. A copy of such
letter, dated July 7, 2000, is filed as Exhibit 16.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
16.1 Letter dated July 7, 2000 from Barry L. Friedman
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SIGNATURE
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.
e-commerce group, Inc.
By: /s/ Tony Arnold
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Tony Arnold
Chief Executive Officer
Date: July 12, 2000
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