SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

Date of Report (Date of earliest event reported)

August 8, 2002

CELERIS CORPORATION

(Exact name of registrant as specified in its charter)


Minnesota	0-26390	41-1545493

(State or other jurisdiction of	(Commission File	(Employer Identification
incorporation)	Number)	Number)

1801 West End Avenue, Suite 750, Nashville, Tennessee 37203

(Address of principal executive offices)

(615) 341-0223

(Registrant’s telephone number, including area code:)

Not applicable

(Former name or former address,
if changed since last report

TABLE OF CONTENTS


Item 4. Changes to Registrant’s Certifying Accountants
Signatures

Celeris Corporation
Report on Form 8-K/A
August 16, 2002

Table of Contents


Item 4. Changes to Registrant’s Certifying Accountants			3
Signature			4

Page 2 of 4

Item 4. Changes to Registrant’s Certifying Accountants

Celeris Corporation’s (“the Company”) independent accountants, the Nashville TN office of Arthur Andersen LLP (“Andersen”), recently ceased operations. As such, the Company terminated Andersen as its outside independent accountant as of August 8, 2002 (the “Termination Date”). The Company’s Board of Directors has not yet engaged a new independent auditor.

During the two year period ended December 31, 2001 and for the subsequent period through the Termination Date, there were no disagreements between the Company and Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Andersen’s satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with their reports.

None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the two-year period ended December 31, 2001 and for the subsequent period through the Termination Date.

The audit reports of Andersen on the consolidated financial statements of the Company and subsidiaries as of and for the two years in the period ended December 31, 2001 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles except that the audit report for the last year contained an emphasis with respect to uncertainty about the Company’s ability to continue as a going concern.

The Company has requested Andersen to furnish it a letter addressed to the Commission stating whether it agrees with the above statements. A representative of Arthur Andersen LLP has informed the Company that Arthur Andersen LLP is no longer furnishing such letters.

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Signatures

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


		Celeris Corporation



		By:		/s/ Barbara A. Cannon Barbara A. Cannon President and Chief Executive Officer

Date: August 20, 2002

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CELERIS CORP 8-K/A