UNITED STATES
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): September 6, 2002
NEW VISUAL CORPORATION
(Exact name of registrant as specified in its charter)
UTAH 0-21785 95-4543704
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5920 FRIARS ROAD, SUITE 104
SAN DIEGO, CA 92108
(Address of principal executive offices) (ZIP Code)
(619) 692-0333
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 6, 2002 and effective on such date, New Visual Corporation
(the "Company") selected the accounting firm of Marcum & Kliegman, LLP
("Marcum") as the independent accountants for the Company for the fiscal year
ending October 31, 2002. The Company selected Marcum to replace the accounting
firm of Grassi & Co., CPAs, P.C. ("Grassi") because several Grassi partners and
employees familiar with the Company have become partners and employees of
Marcum. The decision to change accountants was approved by the Audit Committee
of the Board of Directors of the Company on September 6, 2002.
Over the course of the Company's two most recent fiscal years through
the date of Grassi's replacement (the "Pre-Effective Period"), there were no
disagreements between the Company and 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 Grassi)
would have caused Grassi to make reference in connection with their report to
the subject matter of the disagreements. The accountants' reports on the
consolidated financial statements of the Company for the fiscal years ended
October 31, 2000 and October 31, 2001 did not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty or
audit scope or accounting principles.
During the Pre-Effective Period, the Company did not consult with
Marcum regarding the application of accounting principals to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's consolidated financial statements, or any
other matters or reportable events set forth in Item 304(a)(2) of Regulation
S-K.
The Company has asked Grassi to furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether Grassi
agrees with the above statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following documents are provided as Exhibits to this Form 8-K:
(c) Exhibits.
EXHIBIT NO. DOCUMENT DESCRIPTION
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16.1 Letter from Grassi & Co., CPAs, P.C. *
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* To be filed by amendment.
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 VISUAL CORPORATION
September 13, 2002
By: /s/ Thomas J. Cooper
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Thomas J. Cooper
Chief Executive Officer