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): JUNE 29, 2004
Sports Arenas, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-2380 13-1944249
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7415 Carroll Road, Suite C, San Diego, CA 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 408-0364
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Item 1. Changes in Control of Registrant.
Not Applicable
Item 2. Acquisition or Disposition of Assets.
Not Applicable
Item 3. Bankruptcy or Receivership.
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant.
On June 29, 2004, (the "Registrant") dismissed KPMG LLP ("KPMG") as its
Independent Registered Public Accounting Firm for the Registrant. On June 30,
2004, the Registrant engaged Peterson & Co., LLP as its successor Independent
Registered Public Accounting Firm. The Registrant's dismissal of KPMG and
engagement of Peterson & Co., LLP was approved by the Registrant's Audit
Committee on June 29, 2004. KPMG served as the Registrant's Independent
Registered Public Accounting Firm to audit the Registrant's two most recent
fiscal year ends. KPMG's reports on the Registrant's consolidated financial
statements for each of those years (fiscal years ended June 30, 2003 and 2002)
did not contain an adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting principles,
except as follows:
KPMG LLP's report on the consolidated financial statements of Sports
Arenas, Inc. and subsidiaries as of and for the years ended June 30, 2003
and 2002, contained a separate paragraph stating the "the Company has
suffered recurring losses, and is forecasting negative cash flows from
operating activities for the next twelve months. These items raise
substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described
in Note 13. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty."
During the Registrant's two most recent fiscal year ends (fiscal years ended
June 30, 2003 and 2002) and the subsequent interim period from July 1, 2003
through June 29, 2004, there were no disagreements with 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
disagreements in their report on the consolidated financial statements for such
years. The Registrant has provided KPMG with a copy of the above disclosures in
response to Item 304(a) of Regulation S-K in conjunction with the filing of this
Form 8-K. The Registrant requested that KPMG deliver to the Registrant a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made by the Registrant in response to Item 304(a) of
Regulation S-K, and if not, stating the respects in which it does not agree.
KPMG's letter is filed herewith as Exhibit 16.
During the year ended June 30, 2003 and 2002 and through the date hereof, the
Registrant did not consult Peterson & Co., LLP regarding any matters or events
set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 5. Other Events:
Not Applicable
Item 6. Resignation of Registrant's Directors.
Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 16- Letter of KPMG LLP
Item 8. Change in Fiscal Year.
Not Applicable
Item 9. Regulation FD Disclosure.
Not Applicable
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.
Date: July 6, 2004 Sports Arenas, Inc.
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By: /s/ Harold S. Elkan
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Harold S. Elkan, President
EXHIBIT 16
[Letterhead of KPMG LLP]
July 6, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We were previously principal accountants for Sports Arenas, Inc. and, under the
date of September 5, 2003, we reported on the consolidated financial statements
of Sports Arenas, Inc. and subsidiaries as of and for the years ended June 30,
2003 and 2002. On June 29, 2004, our appointment as principal accountants was
terminated. We have read Sports Arenas, Inc.'s statements included under Item 4
of its Form 8-K dated June 29, 2004, and we agree with such statements, except
as follows:
We are not in a position to agree or disagree with the Registrant's statements
that (a) the dismissal of KPMG LLP and engagement of Peterson & Co., LLP was
approved by the Registrant's audit committee on June 30, 2004 and (b) during the
years ended June 30, 2003 and 2002 and through June 30, 2004, the Registrant did
not consult Peterson & Co., LLP regarding any matters or events set forth in
Item 304(a)(2)(i) and (ii) or Regulation S-K.
Very truly yours,
/s/ KPMG LLP
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KPMG LLP