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
November 18, 2003
Date of Report
(Date of earliest event reported)
TEAM SPORTS ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23100 22-2649848
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
16501 D Northcross Dr., Huntersville, NC 28078
(Address of principal executive offices)
13801 Reese Blvd West, Suite 150, Huntersville, NC 28078
(Former address of principal executive offices)
(704) 895-3000
Registrant's telephone number
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous Independent Accountant
On November 18, 2003, Team Sports Entertainment, Inc. ("registrant" or the
"Company") notified Elliott Davis, LLC ("Davis") of Columbia, South Carolina
that effective November 18, 2003, Davis would be dismissed as the registrant's
independent accountant. Davis had served as the registrant's principal
independent accountant to audit the Company's financial statements for the
fiscal year ended December 31, 2002. The dismissal of Davis was approved by the
Board of Directors of the Company on November 18, 2003.
Davis' audit report for the fiscal year ended December 31, 2002 and note 1 to
the corresponding financial statements, contained a qualification regarding the
Company's ability to continue as a going concern due to the Company not having
commenced operations and its total liabilities and commitments exceed current
assets available to fund operations and such audit report stated these factors
raised "substantial doubt" about the Company's ability to continue as a going
concern (the "Going Concern Qualification"). The audited financial statements of
the Company for the fiscal year ended December 31, 2002 did not include any
adjustments in respect of the Going Concern Qualification.
Other than the Going Concern Qualification, the audit reports of Davis on the
financial statements of the Company for the fiscal year ended December 31, 2002,
and any subsequent interim period, did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.
In connection with the audits of the financial statements of the Company for the
fiscal year ended December 31, 2002 and any subsequent interim period, the
Company had no disagreements with Davis on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of Davis, would have
caused Davis to make reference to the subject matter of the disagreement(s) in
connection with Davis' report.
During the Company's fiscal year ended December 31, 2002, and any subsequent
period, Davis did not advise the Company of any of the matters identified in
paragraph (a)(1)(v) of Item 304 of Regulation S-K.
The Company provided Davis a copy of the above disclosures and requested Davis
to furnish a letter addressed to the Securities and Exchange Commission, stating
whether Davis agreed with the above statements and, if not, stating the respects
in which Davis did not agree. (A copy of Elliott Davis, LLC's letter to the SEC,
dated November 24, 2003, is filed as Exhibit 16 to the Form 8-K.)
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(b) New Independent Accountant
As of November 18, 2003, the Company engaged Guest & Company, P.C. ("Guest") of
Tulsa, Oklahoma as its new independent accountant. The engagement of Guest was
approved by the Board of Directors of the Company on November 18, 2003. Guest
was the Company's independent accountant for fiscal year ended December 31, 2001
and the subsequent interim periods until December 11, 2002.
During the period that Davis was independent accountant for the registrant,
December 11, 2002 through November 18, 2003, neither the Company nor anyone
acting on the Company's behalf consulted Guest regarding either:
(i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion
that might be rendered on the Company's financial statement, and
neither a written report nor oral advise was provided by Guest to the
Company that Guest concluded was an important factor considered by the
Company in reaching a decision as to any such accounting, auditing or
financial reporting issue; or
(ii) any matter that was either the subject of a "disagreement," as
that term is defined in Item 304(a)(1)(v) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K, or a "reportable
event," as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
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.
TEAM SPORTS ENTERTAINMENT, INC.
By /s/ Terry Hanson, President
Date: November 24, 2003
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EXHIBIT INDEX
Exhibit Page
Number Description Number
16 Letter from Elliott Davis, LLC dated November 24, 2003 5
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Exhibit 16
November 24, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We were previously the independent accountants for Team Sports Entertainment,
Inc. (Commission File Number 0-23100), and on March 5, 2003, we reported on the
consolidated financial statements of Team Sports Entertainment, Inc. and
subsidiary as of and for the year ended December 31, 2002. On November 19, 2003
we were dismissed as independent accountants of Team Sport Entertainment Inc. We
have read Team Sports Entertainment, Inc.'s statements included under Item 4 of
its Form 8-K for November 19, 2003, and agree with such statements.
Sincerely,
/s/ Elliott Davis, LLC
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Elliott Davis, LLC
Columbia, South Carolina
November 24, 2003
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