UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): November 10, 2000
THE CLASSICA GROUP, INC.
(Formerly Saratoga Brands Inc.)
(Exact name of small business issuer as specified in its charter)
NEW YORK 0-19721 13-3413467
(STATE OR JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1835 SWARTHMORE AVENUE, LAKEWOOD, NEW JERSEY 08701
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (732) 363-3800
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
a. Effective November 10, 2000, The Classica Group, Inc.(the "Company")
dismissed its prior certifying accountants, Deloitte & Touche LLP ("Deloitte")
and retained as its new certifying accountants, Ehrenkrantz, Sterling & Company,
Certified Public Accountants and Consultants ("Ehrenkrantz"). Deloitte's report
on the Company's financial statements for the fiscal years ended December 31,
1999 and 1998 contained no adverse opinions or disclaimer of opinions,and was
not qualified as to audit scope, accounting principles, or uncertainties. The
decision to change accountants was approved by the Audit Committee and the Board
of Directors of the Company. As required by applicable rules of the Securities
and Exchange Commission, the Company notified Deloitte that during the two most
recent fiscal years and the interim period from December 31, 1999 through
November 9, 2000 the Company was unaware of any disputes between the Company and
Deloitte as to matters of accounting principles or practices, financial
statement disclosure, or audit scope of procedure, which disagreements, if not
resolved to the satisfaction of Deloitte, would have caused it to make a
reference to the subject matter of the disagreements in connection with its
reports and requested Deloitte to confirm this, a copy of which is attached
hereto.
b. Effective November 10, 2000, the Company engaged Ehrenkrantz as its
principle accountants. During the most recent fiscal year end and the subsequent
interim periods to the date hereof, the Company did not consult Ehrenkrantz
regarding any of the matters or events set forth in item 304 (a)(2) and (i) and
(ii) of Regulation S-B.
<PAGE>
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 the
undersigned thereunto duly authorized
The Classica Group, Inc.
(Registrant)
Date: November 10, 2000 By:/s/ Scott G. Halperin
---------------------
Scott G. Halperin
Chairman & Chief Executive Officer
Date: November 10, 2000 By:/s/ Bernard F. Lillis, Jr.
--------------------------
Bernard F. Lillis, Jr
Chief Financial Officer
<PAGE>
November 10, 2000
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of The Classica
Group, Inc. dated November 10, 2000.
Yours truly,
Deloitte & Touche LLP
