SECURITIES AND EXCHANGE COMMISSION
Washington, DC
Form 8-K/A
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 19, 2000
The Finx Group, Inc.
(Exact name of Registrant as Specified in its Charter)
(formerly known as Fingermatrix, Inc.)
Delaware 0-9940 13-2854686
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
249 North Saw Mill River Road, Elmsford, New York 10523
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (914) 592-5930
Purpose of Amendment:
To attach Exhibit 16, the letter from the former independent accountant
regarding its concurrence with the statements made herein.
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Item 4. Changes in Registrant's Certifying Accountant.
Effective for its fiscal year commencing January 1, 2000, the Company
has changed its independent auditors from Cornick, Garber & Sandler, LLP (the
"Former Accountant") to Moore Stephens, PC (the "New Accountant").
The Former Accountant was dismissed. The report of the Former
Accountant for the consolidated balance sheet of The Finx Group, Inc. (formerly
known as Fingermatrix, Inc.) and its subsidiaries as of December 31, 1999, and
the related consolidated statements of operations, changes in stockholders'
equity, and cash flows for each of the two years in the period ended December
31, 1999 did not contain an adverse opinion or a disclaimer of an opinion, nor
was it modified as to audit scope or accounting principles. The opinion was,
however, qualified by the assumption that the Company will continue as a going
concern on the basis that; (1) the Company has a history of declining revenues
and of net losses for the two years ended December 31, 1999, (2) as of December
31, 1999 the Company has a working capital deficiency of $2.241 million and a
capital deficiency of $2.117 million and (3) the Company has relied on
continuing financial support from its controlling stockholder. The opinion of
the Former Account ant as of December 31, 1999 states that these conditions
raise substantial doubt about the Company's ability to continue as a going
concern.
The decision to change accountants was approved by the Company's Board
of Directors. The Company has no audit committee.
During each of the two years in the period ended December 31, 1999 and
the subsequent interim period since December 31, 1999, there were no
disagreements with the Former Accountant on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.
None of the events described in Item 304 (a)(i)(v) of Regulation S-K promulgated
under the Securities Act of 1933, as amended, occurred during the Company's two
most recent fiscal years and the subsequent interim period since December 31,
1999.
The New Accountant was engaged on July 19, 2000 to audit the Company's
financial statements for its year ended December 31, 2000.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
16 Letter regarding change in certifying accountant
99.1 Opinion of Cornick, Garber & Sandler, LLP, Independent
Certified Accountants for the year ended December 31,
1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE FINX GROUP, INC.
Date: August 9, 2000 By: /S/ Lewis S. Schiller
----------------------
Lewis S. Schiller,
Chief Executive Officer
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Exhibit 16
July 24, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We have read the information in item 4(1) contained in the Form 8-K of
the Finx Group, Inc. dated July 10, 2000 and agree with the statements made
therein.
Very truly yours,
Cornick, Garber & Sandler, LLP
CERTIFIED PUBLIC ACCOUNTANTS
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Exhibit 99.1
To the Board of Directors and Stockholders of
Fingermatrix, Inc.
New York, New York
We have audited the accompanying consolidated balance sheet of
Fingermatrix, Inc. and its subsidiaries as of December 31, 1999, and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for each of the two years in the period ended December 31, 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Fingermatrix, Inc and its subsidiaries as of December 31, 1999, and
the consolidated results of their operations and their cash flows for each of
the two years in the period ended December 31, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements; (1) the Company has a history of declining revenues and of
net losses for the two years ended December 31, 1999, (2) as of December 31,
1999 the Company has a working capital deficiency of $2.241 million and a
capital deficiency of $2.117 million and (3) the Company has relied on
continuing financial support from its controlling stockholder. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans regarding these matters are also described in Note
1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Cornick, Garber & Sandler, LLP
Certified Public Accountants
New York, New York
May 4, 2000
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