8-K 1 form8k.txt FORM 8-K 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 OF REPORT: MARCH 20, 2002 eCHAPMAN, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

401 East Pratt Street, 28th Floor Baltimore, MD 21202 (410) 625-9656 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) -------------------- ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) Previous Independent Accountants (i) On March 15, 2002 eChapman, Inc. ("eChapman" or the "Company") issued a press release announcing that it had terminated the Company's relationship with Arthur Andersen, LLP ("Arthur Andersen"), effective March 14, 2002. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference. (ii) The reports of Arthur Andersen on the 2000 and 1999 financial statements of the Company contained no adverse opinion, disclaimer of opinion or modification of the opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. Arthur Andersen did not issue a report on the 2001 financial statements of the Company. (iii) The decision to terminate Arthur Andersen was ratified by the Company's Audit Committee and approved by its Board of Directors. (iv) The Board of Directors, at the recommendation of its audit committee, elected to terminate Arthur Andersen for the following reasons: (1) Arthur Andersen indicated that it would be unable to issue the Company's audited financial statements within a reasonable timeframe, which impacted regulatory requirements. (2) The Board of Directors determined that, in light of recent events, including, but not limited to, the indictment of Arthur Andersen for obstruction of justice charges, there existed substantial concern as to whether Arthur Andersen would be able to certify and stand by any report they might issue in connection with their review of the Company's financial statements. (v) The Company has requested that Arthur Andersen furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. The Company will file an amendment to its Form 8-K when it receives such letter. (b) New Independent Accountants (i) The Company engaged Wilkins McNair, P.C. ("McNair") as its new independent accountants as of March 14, 2002. During the two most recent fiscal years and through March 14, 2002, the Company has not consulted with McNair regarding (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 consolidated financial statements, and no written report or oral advice was provided to the Company that McNair concluded was an important factor considered by the Company in reaching a decision as to an 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)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K. (ii) The Company has requested that Wilkins McNair, P.C. furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. The Company will file an amendment to its Form 8-K when it receives such letter. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS. Exhibit No. Description 99 Press Release, dated March 15, 2002, entitled "eChapman, Inc. Terminates Relationship with Arthur Andersen" 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. eCHAPMAN, INC. Date: March 20, 2002 By: ----------------------------------- Nathan A. Chapman Jr, President EXHIBIT INDEX -------------

ECHAPMAN INC 8-K