SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event) May 11, 2002
GENESIS TECHNOLOGY GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Florida 333-86347 65-1130026
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
Clematis Street, Suite 3124, West Palm Beach, Florida 33401
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(Address of Principal Executive Offices) (Zip Code)
561-835-6600
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(Registrant's Telephone Number, Including Area Code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Feldman Sherb & Co., P.C., a professional corporation of certified
public accountants ("Feldman") was the independent accounting firm for
Genesis Technology Group, Inc., a Florida corporation (the "Company"), for the
nine months ended September 30, 2001 and the fiscal year ended December 31, 2000
and the seven month ten day period ended May 10, 2002. The report of Feldman on
the 2001 and 2000 consolidated financial statements of Registrant contained no
adverse opinion, disclaimer of opinion or modification of the opinion.
Feldman was merged into Grassi & Co., CPAs, P.C., ("Grassi") and
the principal accountants who had been responsible for the Company's audit
during the nine months ended September 30, 2001 and the fiscal year ended
December 31, 2000 left and started their own firm called Sherb & Co., LLP
("Sherb"). As a result, on May 11, 2002, the Company dismissed Grassi and
selected Sherb to serve as independent public accountants for the fiscal year
2002.
During the year ended December 31, 2000,nine months ended September
30, 2001, and through May 10, 2002, Registrant has not consulted with Sherb
regarding the application of accounting principles to a specific or contemplated
transaction. Neither the Company nor anyone on its behalf consulted with Sherb
regarding the type of audit opinion that might be rendered on the Company's
financial statements or any matter that was the subject of a disagreement or
event as defined at Item 304(a)(2) of Regulation S-B.
The decision to change accountants was recommended and approved by
the board of directors of the Company. During the period from January 1, 1999 to
May 10, 2002, and through the date of this report, there were no disagreements
with Grassi 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 Feldman, would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports on the Company's financial statements as described on Item
304(a)(1)(iv)(A). In addition, there were no such events as described under Item
304(a)(1)(iv)(B) of Regulation S-B during such periods.
On October 29, 2002, the Company has provided Grassi, with a copy
of the disclosures it is making herein in response to Item 304(a) of Regulation
S-B, and has requested that Grassi provide its response letter, addressed to
the United States Securities and Exchange Commission, pursuant to Item 304(a)(3)
of Regulation S-B, stating whether it agrees with the statements made by the
Company and, if not, stating the respects in which it does not agree. A copy of
Grassi's letter is attached as an exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
c. Exhibits:
Exhibit
Number Description
16 Letter of Grassi & Co. CPAs, P.C.
(Formerly Feldman Sherb & Co., P.C.)
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.
GENESIS TECHNOLOGY CORP
Date: October 29, 2002 By: Gary L. Wolfson
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Chief Executive Officer, as
Registrant's duly authorized officer