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
Date of Report (Date of Earliest Event Reported) - March 22, 2005
IDEA SPORTS ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23100 22-2649848
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
800 WEST MAIN, LAKE CITY, SC 29560
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(Address of principal executive offices, including zip code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 4 MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 22, 2005, the Company dismissed its former principal accountant, Guest
& Company, P.C. ("Guest"), Certified Public Accountants, of Tulsa, Oklahoma and
engaged Creason & Associates, P.L.L.C. ("Creason"), Certified Public
Accountants, of Tulsa, Oklahoma, as its principal accountants. The decision to
change accountants was approved by the Board of Directors of the Company and was
required due to the purchase of Guest by Creason.
During the fiscal year ended December 31, 2003 and the subsequent interim
periods until the change, there were no disagreements with the former accountant
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 the former would have caused him to make reference in
connection with his report to the subject matter of the disagreement, and Guest
has not advised the Company of any reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
The accountant's report of Guest as of and for the year ended December 31, 2003,
did not contain any adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to audit scope or accounting principle. The report
contained a "going concern" modification since the Company had discontinued all
operations and had not commenced any new operations.
During the year ended December 31, 2003, and through March 22, 2005, the Company
did not consult with Creason regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.
A copy of the forgoing disclosures was provided to Guest prior to the date of
the filing of this report. Guest has furnished the Company a copy of the letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the statements above. A copy of Guest's letter, dated March 22,
2005, is filed as Exhibit 16 to this Form 8-K.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired - not applicable (b) Pro
Forma Financial Information - not applicable (c) Exhibits
Exhibit
Number
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16 Letter from Guest & Company, P.C. dated March 22,
2005, to the Securities and Exchange Commission
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 thereunto duly authorized.
IDEA SPORTS ENTERTAINMENT GROUP, INC.
March 22, 2005 /S/ William C. Morris
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By: William C. Morris
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT
NUMBER
16 Letter from Guest & Company, P.C., dated March 22, 2005, to
the Securities and Exchange Commission