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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 5, 2002
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ATLANTIC TECHNOLOGY VENTURES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27282 36-3898269
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
350 Fifth Avenue
Suite 5507 10118
New York, New York (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 267-2503
Item 4. Changes in Registrant's Certifying Accountant.
(1) On December 5, 2002, KPMG LLP declined to stand for re-election as the
independent auditors of Atlantic Technology Ventures, Inc.
(2) Atlantic engaged J.H. Cohn, LLP as its new independent auditors.
(3) The audit reports of KPMG on the consolidated financial statements of
Atlantic and its subsidiaries (a development state company) as of and
for the years ended December 31, 2001 and 2000, and for the period
from July 13, 1993 (inception) to December 31, 2001, did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles,
except as follows:
KPMG's report on the consolidated financial statements of Atlantic and
its subsidiaries (a development stage company) as of and for the years
ended December 31, 2001, contained a separate paragraph stating that "
the Company has suffered recurring losses from operations and has
limited liquid resources that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 1. The consolidated
financial statements do not include any adjustments that might result
from the outcome of this uncertainty."
(4) During the years ended December 31, 2001 and 2000 and the subsequent
interim periods through December 5, 2002, there were no disagreements
between Atlantic and KPMG 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
KPMG, would have caused KPMG to make reference to the subject matter
of the disagreement with its report.
(5) On December 5, 2002, Atlantic requested that KPMG provide a letter
addressed to the Securities and Exchange Commission stating whether
KPMG agrees with the above statements, and, if not, stating the
respects in which KPMG does not agree. A copy of the letter provided
by KPMG in response to that request, which is dated as of December 12,
2002, is filed as an exhibit to this current report on Form 8-K.
(6) On December 9, 2002, Atlantic engaged J.H. Cohn as its independent
auditors for the fiscal year ending December 31, 2002 and to audit
Atlantic's financial statements. During Atlantic's two most recent
fiscal years and the subsequent interim period preceding the
engagement of J.H. Cohn, Atlantic did not consult J.H. Cohn on any
matter requiring disclosure under Item 304(a)(2) of Regulation S-K.
The selection of J.H. Cohn is based on the recommendation of the audit
committee.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Letter dated as of December 12, 2002, from KPMG LLP to the Securities and
Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Atlantic Technology Ventures, Inc. has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: December 12, 2002 ATLANTIC TECHNOLOGY VENTURES, INC.
By: /s/ Frederic P. Zotos
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Frederic P. Zotos
President and Chief Executive Officer
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Exhibit 99.1
December 12, 2002
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Atlantic Technology Ventures, Inc.
(Atlantic) and, under the date of March 22, 2002, we reported on the
consolidated financial statements of Atlantic Technology Ventures, Inc. and
subsidiaries (a development stage company) as of and for the years ended
December 31, 2001 and 2000, and for the period from July 13, 1993 (inception) to
December 31, 2001. On December 5, 2002, we declined to stand for re-election.
We have read Atlantic Technology Ventures, Inc.'s statements included under Item
4 of its Form 8-K dated December 5, 2002, and we agree with such statements,
except that we are not in a position to agree or disagree with the following:
i) Atlantic's statement in (2) that it engaged J.H. Cohn, LLP as its new
independent auditors, and
ii) Atlantic's statements in (6) that on December 9, 2002, it engaged J.H.
Cohn as its independent auditors for the fiscal year ending December
31, 2002 and to audit Atlantic's financial statements; that during
Atlantic's two most recent fiscal years and the subsequent interim
period preceding the engagement of J.H. Cohn, Atlantic did not consult
J.H. Cohn on any matter requiring disclosure under Item 304(a)(2) of
Regulation S-K or that the selection of J.H. Cohn is based on the
recommendation of the audit committee.
Very truly yours,
/s/ KPMG LLP