U.S. 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
January 23, 2002
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Date of Report (date of earliest event reported)
SHOPNET.COM, INC.
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Exact Name of Registrant as Specified in its Charter
Delaware 0-28690 13-3871821
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Number)
Incorporation)
112 West 34th Street, New York, New York 10120
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Address of Principal Executive Offices
(212) 967-8303
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Registrant's Telephone Number, Including Area Code
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On approval of its Audit Committee, on January 23, 2002 the Registrant
dismissed Massella Rubenstein LLP (formerly Massella, Tomaro & Co. L.L.P.,
hereinafter "Massella"). The dismissal was not due to any discrepancies or
disagreements between same and the Registrant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure. Massella's report on the Registrant's financial statements for the
six month transition period ended June 30, 2001 ("Transition Period") and fiscal
years ended December 30, 2000 and December 30, 1999 did not contain any adverse
opinions or disclaimers of opinion. Nor were such modified as to uncertainty,
audit scope, or accounting principles. During the Transition Period and the two
most recent fiscal years and any subsequent interim period through the date of
the dismissal, the Registrant and Massella had no disagreements or "reportable
events."
The Registrant dismissed Massella as part of a recently initiated cost
savings program.
The Registrant's Audit Committee approved, as of January 23, 2002, the
engagement of Jerome Rosenberg CPA, P.C. as its principal accountant to audit
its and its subsidiary's financial statements.
ITEM 7. EXHIBITS
(a) None.
(b) None.
(c) Letter of Massella Rubenstein LLP., dated January 25, 2002.
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.
SHOPNET.COM, INC.
/s/ Harold Rashbaum
Dated: January 28, 2002 By: Harold Rashbaum
President and Chief Executive
Officer
Massella Rubenstein LLP
Certified Public Accountants and Consultants
January 25, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
We have read Item 4 of Form 8-K dated January 23, 2002 of Shopnet.com, Inc.
and are in agreement with the statements contained therein.
Very truly yours,
/s/ Massella Rubenstein LLP
Massella Rubenstein LLP