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~~

~~Date~~PURSUANT ofTO ~~Report~~SECTION 13 OR 15(~~Date~~D) ofOF ~~earliest~~THE SECURITIES ~~event~~EXCHANGE ~~reported):~~ACT ~~July 22,~~OF ~~2002~~1934

~~Netzee~~Date of Report (Date of earliest event reported): December 31, ~~Inc.~~2002

~~(Exact~~NETZEE, ~~Name of Registrant as Specified in its Charter)~~INC.

~~Georgia~~ (~~State~~Exact orname ~~Other Jurisdiction~~ of ~~Incorporation~~registrant )as ~~0-27925~~specified ~~(Commission~~in ~~File~~its ~~Number~~charter) ~~58-2488883 (I.R.S. Employer Identification No.)~~

6190 Powers Ferry Road, Suite 400, Atlanta, Georgia (Address of Principal Executive Offices) 30339 (Zip Code)


Georgia	0-27925	58-2488883

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~Registrant’s~~6190 ~~telephone~~Powers ~~number~~Ferry Road, ~~including~~Suite 400, ~~area~~Atlanta, ~~code:~~Georgia ~~(770) 850-4000~~30339

~~N/A~~ (~~Former~~Address ~~Name~~of orprincipal ~~Former~~executive ~~Address~~offices, ifincluding ~~Changed~~Zip ~~Since Last Report~~Code)

Registrant’s telephone number, including area code (770) 850-4000

Not Applicable

(Former name, former address and formal fiscal year, if changed since last report)

TABLE OF CONTENTS

SIGNATURES EXHIBIT INDEX EX-99.3 PRESS RELEASE

~~ITEM 4~~Item 9. Regulation FD ~~Changes in Registrant’s Certifying Accountant~~Disclosure.

a) On ~~Dismissal of independent accountants Effective as of July 22~~January 3, ~~2002,~~2003 Netzee, Inc. ~~(the~~issued ~~“Company”)~~a ~~dismissed~~press ~~its~~release ~~independent~~announcing ~~accountants,~~that ~~Arthur~~it had ~~Andersen~~completed ~~LLP (“Andersen”). The dismissal of Andersen was approved by~~ the ~~Company’s~~sale ~~Board~~ of ~~Directors~~substantially ~~upon~~all ~~the recommendation~~ of its ~~Audit~~operating ~~Committee.~~assets No report of Andersen on the financial statements of the Company for the fiscal years ended December 31, 2000 and December 31, 2001 contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to ~~uncertainty,~~Down Acquisition ~~audit~~Corporation ~~scope, or accounting principles. During the Company’s two most recent fiscal years and all subsequent interim periods through the date of this Form 8-K,~~ (i“Down”) ~~there were no disagreements with the former principal accountant on any matter of accounting principles or practices~~, ~~financial~~a ~~statement~~wholly-owned ~~disclosure,~~subsidiary ~~or auditing scope or procedure, which disagreement, if not resolved to the satisfaction~~ of ~~the~~Certegy ~~former principal accountant~~Inc., pursuant ~~would have caused it~~ to ~~make reference to~~ the ~~subject~~terms ~~matter~~ of the ~~disagreement~~Asset inPurchase ~~connection~~Agreement ~~with~~dated ~~its report; and (ii) there has not been any “reportable event~~December 5,” as2002 between ~~such~~Netzee ~~term~~and ~~is defined in Item 304(a)(1)(v) of Regulation S-K~~Down. ~~The~~In ~~Company~~accordance ~~has provided Andersen~~ with athe ~~copy~~previously ofannounced ~~this~~terms ~~disclosure and requested that they furnish a letter addressed to~~ of the ~~Securities~~transaction, ~~and Exchange Commission stating whether they agree with~~ the ~~statements~~purchase ~~made~~price ~~in this Form 8-K. The Company~~ was ~~advised that Andersen is no longer providing letters relating to its termination as a former audit client’s independent public accountant~~$10.4 million b)in ~~Engagement~~cash, of ~~new independent accountants Effective as of July 22~~which $800,000 ~~2002,~~was ~~the~~placed ~~Company~~in ~~engaged~~escrow ~~Deloitte & Touche LLP (“Deloitte & Touche”) as its new independent accountants. The decision~~ to ~~engage~~secure ~~Deloitte & Touche was approved by the Company~~Netzee’s ~~Board~~indemnification ~~of Directors upon the recommendation of its Audit Committee~~obligations. The ~~During~~full ~~each~~text of the ~~Company’s~~press ~~two~~release ~~most~~is ~~recent~~attached fiscal years and through the date of this Form 8-K, the Company did not engage Deloitte & Touche with respect to 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 consolidated financial statements, or any other matters or reportable events as ~~set~~Exhibit 99.3 ~~forth in Items 304(a)(2)(i) and (ii) of Regulation S-K~~hereto.

~~-2-~~Item 7. Financial Statements and Exhibits.

(c) Exhibits.


EXHIBIT NO.		DESCRIPTION
99.1*		Asset Purchase Agreement dated December 5, 2002, between Down Acquisition Corporation and Netzee, Inc.
99.2*		Plan of Complete Liquidation and Dissolution of Netzee, Inc.
99.3		Press Release dated January 3, 2003

Previously filed with Netzee, Inc.’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on December 20, 2002, and hereby incorporated by reference herein.

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 duly authorized.

	Netzee, Inc.
		NETZEE, INC.
Date: July 25, 2002	By:	/s/ Jarett J. Janik Jarett J. Janik Vice President, Chief Financial Officer and Secretary
Date: January 3, 2003	By:	/s/ Jarett J. Janik Jarett J. Janik Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

-3- Table of Contents

EXHIBIT INDEX


EXHIBIT NO.		DESCRIPTION
99.1*		Asset Purchase Agreement dated December 5, 2002, between Down Acquisition Corporation and Netzee, Inc.
99.2*		Plan of Complete Liquidation and Dissolution of Netzee, Inc.
99.3		Press Release dated January 3, 2003

Filing Compare · NETZEE INC