<PAGE>
SECURITIES 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
July 31, 2000
Elite Technologies, Inc
(Exact name of registrant as specified in its charter)
Texas 0-17597 75-0252296
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3885 Crestwood Pkwy Suite 175 Duluth, GA 30096
(Address of principal executive offices) (Zip Code)
770-638-0441
(Registrants telephone number, Including area code)
3700 Crestwood Pkwy Suite 1000 Duluth, GA 30096
(Former name or address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountants
KPMG LLP was previously the principal accountants for Elite Technologies, Inc.
On July 25, 2000, that firm's appointment as principal accountants was
terminated and Feldman Sherb & Co., P.C. was engaged as principal accountants.
The decision to change accountants was approved by the audit committee of the
board of directors.
In connection with the audits of the two fiscal years ended May 31, 1999 and the
subsequent period through July 25, 2000, there were no disagreements with KPMG
LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not resolved
to their satisfaction would have caused them to make reference in connection
with their opinion to the subject matter of the disagreement.
KPMG LLP's auditors' report on the consolidated financial statements of Elite
Technologies, Inc. and subsidiaries as of and for the years ended May 31, 1999
and 1998, contained a separate paragraph stating that "the Company has suffered
recurring losses from operations that raises substantial doubt about its ability
to continue as a going concern." Management's plans in regard to this matter are
also described in Note 1. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty. A letter
from KPMG LLP is attached as Exhibit A.
EXHIBITS
Exhibit A: Letter from KPMG LLP
<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.
Elite Technologies, Inc.
/s/ Scott Schuster
-------------------------------------
SCOTT SCHUSTER
Chief Executive Officer
<PAGE>
[GRAPHIC OMITTED][GRAPHIC OMITTED] (LETTERHEAD)
EXHIBIT A
July 31, 2000
Ms. Angela Z. Hardy
Chief Financial Officer
Elite Technologies, Inc.
Suite 320
6991 Peachtree Industrial Boulevard
Atlanta, Georgia 30092
Dear Ms. Hardy:
This is to confirm that the client-auditor relationship between Elite
Technologies, Inc. and KPMG LLP has ceased.
Very truly yours,
/s/ KPMG LLP
Copies to:
Chief Accountant
Securities and Exchange Commission