SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) July 19, 2000
The Great American Golf Works, Inc.
(Exact name of registrant as specified in charter)
Delaware 33-32966 22-2999829
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
2 Cottage Place, Nutley, NJ 07110
(Address of Principal Executive offices)
Registrant's telephone number, including area code: (973) 667-5901
330 E. 38th Street, Suite 45-0, New York, NY 10016
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
1. On July 19, 2000, The Great American Golf Works, Inc. ("Great
American") dismissed S.W. Hatfield ("Hatfield") as its independent
accountants.
2. Each of the reports of Hatfield on Great American's consolidated
financial statements for the two fiscal years ended December 31,
1999 contained an adverse opinion or disclaimer of opinion, and was
qualified or modified as to uncertainty, audit scope, or accounting
principles. The disclaimer was as follows: "The accompanying
financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note A to the
financial statements, the Company is dependent upon its majority
shareholder to maintain the corporate status of the Company and to
provide all nominal working capital support on the Company behalf.
Because of the Company's lack of operating assets, its continuance
is fully dependent upon the majority shareholder's continuing
support. This situation raises a substantial doubt about the
Company's ability to as a going concern. The majority shareholder
intends to continue the funding
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of nominal necessary expenses to sustain the corporate entity. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty."
3. Great American's Board of Directors approved the change.
4. In connection with its audits for the two most recent fiscal years,
there have been no disagreements with Hatfield on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Hatfield, would have caused Hatfield to make
reference to the subject matter of the disagreements in connection
with its report on the financial statements for those years.
5. Great American has requested that Hatfield furnish a letter
addressed to the Securities and Exchange Commission stating whether
it agrees with the above statements. Pursuant to Item 304(a)(3) of
Regulation S-B, Great American shall file the letter as Exhibit 16
to this report within 10 business days after the filing of this
report and within two business days of receipt of such letter.
(b) New independent accountants
1. Great American engaged PricewaterhouseCoopers LLP ("PWC") as its new
independent accountants as of July 19, 2000.
2. During the two most recent fiscal years, Great American has not
consulted PWC regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on Great
American's financial statements, and in no case was a written report
provided to Great American nor was oral advice provided that PWC
concluded was an important factor considered by Great American in
reaching a decision as to an accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement or event identified in response to Item 304(a)(1)(iv)
of Regulation S-B.
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.
THE GREAT AMERICAN GOLF WORKS, INC.
By: /s/ Hongsheng Wang
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Hongsheng Wang
President
Date: October 13, 2000
