8-K 1 formeightk.txt ================================================================================ UNITED STATES 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 SEPTEMBER 30, 2002 Date of Report (Date of earliest event reported) NEW PALTZ CAPITAL CORP. (Exact name of registrant as specified in its charter) NEVADA 000-49661 88-0490890 (State or other jurisdiction (Commission File (IRS Employer Identification of incorporation) Number) No.) 2360 Palmerston Avenue Vancouver, British Columbia, Canada V7V 2W1 ----------------------------------- ------- (Address of principal executive offices) (Zip Code) 604-926-2859 ------------ Registrant's telephone number, including area code NOT APPLICABLE (Former name or former address, if changed since last report) ================================================================================ ITEM 1. CHANGES IN CONTROL OF REGISTRANT None. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS None. ITEM 3. BANKRUPTCY OR RECEIVERSHIP None. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Morgan & Company (the "Former Accountant") has resigned as principal independent accountant of New Paltz Capital Corp. (the "Company") effective September 30, 2002. The Company has engaged Dohan & Company, Certified Public Accountants, as its principal independent accountant effective September 30, 2002. The decision to change principal independent accountants has been approved by the Company's board of directors. The Former Accountant's report dated August 24, 2001 on the Company's balance sheets as at June 30, 2001 and 2000, and statements of operations and deficit, cash flows and stockholders' equity for the periods ended June 30, 2001 and 2000 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except as indicated in the following paragraph extracted from the Former Auditor's report: "Without qualifying our opinion, we draw attention to Note 1 to the financial statements. The Company has incurred a net loss of $7,727 since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfill its exploration activities. These factors raise substantial doubt that the Company will be able to continue as a going concern." In connection with the audits of the two periods ended June 30, 2001 and 2000 and the subsequent interim period through to September 30, 2002, there were no disagreements with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in its report on the financial statements for such year. In connection with the audits of the two periods ended June 30, 2001 and 2000 and the subsequent interim period through to September 30, 2002, the Former Accountant did not advise the Company with respect to any of the matters described in paragraphs (a)(1)(iv)(B)(1) through (3) of Item 304 of Regulation S-B. The Company has provided the Former Accountant with a copy of the foregoing disclosures and has requested in writing that the Former Accountant furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Company has received the requested letter from the Former Accountant and a copy of the letter has been filed as an exhibit to this report in accordance with Item 601 of Regulation S-K. 2 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE None. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS None. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. None. (b) Pro forma Financial Information. None. (c) Exhibits. Exhibit Description ----------- ----------------------------------------------- 16.1 Letter of Former Auditor dated September 30, 2002 ITEM 8. CHANGE IN FISCAL YEAR None. ITEM 9. REGULATION FD DISCLOSURE None. 3 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. NEW PALTZ CAPITAL CORP. Date: September 30, 2002 By: /s/ William Asselstine ------------------------------ William Asselstine President and Chief Executive Officer