SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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 14, 2002

~~Date~~Commission ofFile ~~Report (Date~~No. ~~of earliest event reported): October 31, 2000~~0-11927

~~MOTO~~Moto ~~PHOTO~~Photo, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	0-11927 (Commission File No.)	31-1080650 (I.R.S. Employer Identification No.)
4444 Lake Center Drive, Dayton, Ohio 45426

Delaware 31-1080650

~~(Address~~------------------------------- ~~of principal executive offices) (Zip Code)~~---------------------------------

(State or other jurisdiction (IRS Employer Identification No.)

of Incorporation)

4444 Lake Center Dr., Dayton, Ohio 45426

(Address of principal executive offices)

Registrant's telephone number, including area code: (937) 854-6686

~~Former~~Item ~~name~~4: orChanges ~~former~~in ~~address,~~Registrant's ifCertifying ~~changed since last report: Not applicable~~Accountant.

~~ITEM~~On 5June 11, 2002, the Board of Directors voted to approve the engagement of Deloitte & Touche LLP as its independent auditor for the year ending December 31, 2002 subject to customary client acceptance procedures, and to dismiss the firm of Arthur Andersen LLP. ~~OTHER~~ ~~EVENTS~~

OnThe ~~October~~reports ~~30,~~of ~~2000,~~Arthur ~~Moto~~Andersen ~~Photo,~~LLP ~~Inc.~~on (the "Company")'s ~~received~~financial ~~notification~~statements ~~from~~for the ~~Nasdaq~~years ~~Stock~~ended ~~Market~~December ~~("Nasdaq")~~31, ~~that~~2000 and 2001 did not contain an adverse opinion or a disclaimer of opinion. The reports did contain an explanatory paragraph indicating uncertainty about the Company's ~~Common~~ability ~~Stock~~to ~~was~~continue noas ~~longer~~a ~~eligible~~going ~~for~~concern.

~~continued~~Management's ~~inclusion~~recommendation onto ~~the~~change ~~Nasdaq~~accountants ~~SmallCap~~was ~~Market~~made ~~and~~directly ~~would~~to ~~be delisted effective as of~~ the ~~opening of trading on October 31, 2000. The~~ Company's ~~Common Stock will trade on the OTC Bulletin~~ Board ~~under~~of ~~the~~Directors ~~same~~without ~~symbol,~~Audit ~~"MOTO~~Committee review."

~~Nasdaq~~During ~~previously~~the ~~notified~~two most recent fiscal years and the ~~Company~~interim ~~that~~period ~~its~~through ~~Common~~June ~~Stock~~14, ~~had~~2002, ~~failed~~there towere ~~achieve~~no ~~compliance~~disagreements with ~~Nasdaq's~~Arthur ~~minimum~~Andersen ~~bid~~LLP ~~price~~on ~~requirements~~matters ~~for~~of ~~continued~~accounting ~~inclusion. The~~principles ~~Company~~or ~~requested~~practices, afinancial ~~hearing~~statement ~~before~~disclosure, aor ~~Nasdaq~~auditing ~~Listing~~scope ~~Qualifications~~or ~~Panel~~procedure ~~for~~which, if not resolved to the satisfaction of Arthur Andersen LLP, would have caused Arthur Andersen LLP to make such reference to the subject matter of such disagreements in connection with their reports.

~~continued~~No ~~inclusion~~event inof the ~~Nasdaq~~type ~~SmallCap~~described ~~Market~~in ~~pursuant~~Item to304(a)(1)(v) anof ~~exception~~Regulation toS-K ~~the~~occurred ~~minimum~~during ~~bid price requirements. The Panel determined not to grant~~ the ~~exception,~~period ~~and~~described ~~the Company was notified of the decision by letter dated October 30, 2000~~above.

~~The~~Before ~~Company~~the ~~issued~~Board's adetermination ~~press~~to ~~release~~engage ~~dated~~Deloitte ~~October~~& ~~31,~~Touche ~~2000~~LLP ~~relating~~as toits ~~the~~independent ~~Nasdaq~~auditors's ~~decision~~for ~~and~~ the ~~commencement~~year ofending ~~trading~~December on31, ~~the~~2002, ~~OTC~~Deloitte ~~Bulletin~~& ~~Board. A~~Touche ~~copy~~LLP ofwas ~~the~~not ~~press~~consulted on accounting treatment and disclosure requirements.

The ~~release~~Company isprovided ~~attached~~Arthur ~~hereto~~Andersen asLLP ~~Exhibit~~a 99copy of this Form 8-K before filing it with the Securities and Exchange Commission.1 The Company requested Arthur Andersen LLP to furnish it a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of that letter dated June 14, 2002 is ~~incorporated~~filed ~~herein~~as byExhibit ~~reference~~16.1 to this Form 8-K.

~~ITEM~~Item 7~~. FINANCIAL~~: ~~STATEMENTS~~Financial ~~AND~~Statements ~~EXHIBITS~~and Exhibits.

(ac) Exhibits

The following ~~exhibit~~exhibits isare filed herewith:

Exhibit No.	Description
99.1	Press Release dated October 31, 2000.

16.1 Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated June 14, 2002, regarding its agreement with the statements made in this report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

~~MOTO~~ Moto ~~PHOTO~~Photo, ~~INC~~Inc.

Date: June 14, 2002 By: /s/ ~~David~~Alfred AE. ~~Mason~~ Lefeld

~~Date: October 31, 2000 David A. Mason, Executive Vice President~~ ------------------------------------

~~INDEX~~ Name: Alfred TOE. ~~EXHIBITS~~Lefeld

Exhibit No.	Description
99.1	Press release dated October 31, 2000.

Title: Vice-President and Chief Financial Officer

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