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 of Report (Date of earliest event reported) March ~~September 20~~31, ~~2002~~ 2003

~~Fortel,~~FORTEL Inc. ~~(Exact name of registrant as specified in its charter)~~

California		0-12194		94-2566313
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

(Exact name of registrant as specified in its charter)

California	0-12194	94-2566313
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
46832 Lakeview Blvd., Fremont, California		94538-6543
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:	(510) 440-9600
Not applicable
(Former name or former address, if changed since last report)

Registrant’s telephone number, including area code: (510) 440-9600

~~ITEM~~Not ~~4. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANTS~~applicable

~~On September 20, 2002, PricewaterhouseCoopers LLP~~ (~~“PwC”)~~Former ~~informed Fortel,~~name Inc. (the “Company”) that it was resigning from its engagement as independent accountants of the Company. The reports of independent accountants issued by PwC on the Company’s financial statements as of and for the fiscal years ended September 30, 2001 and 2000 did not contain an adverse opinion, a disclaimer of opinion or any qualifications or modifications related to uncertainty, audit scope or accounting principle, except that each of PwC’s reports included a separate paragraph regarding the Company’s ability to continue as a going concern. In connection with PwC’s audits for the fiscal years ended September 30, 2001 and 2000 and through the date of this report, there were no disagreements with the former ~~independent accountants on any matter of accounting principles or practices~~address, ~~financial statement disclosure or auditing scope or procedure with respect to the Company’s financial statements up through the time of the resignation that,~~ if ~~not resolved~~changed tosince ~~the former independent accountants’ satisfaction, would have caused~~last them to make reference to the subject matter of the disagreement in connection with their reports on the Company’s financial statements for such years. Additionally, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K for the fiscal years ended September 30, 2001 and 2000 and through the date of this report~~. The Company is currently in the process of retaining new independent auditors.~~)

Exhibit No.		Description
16.1		Letter furnished by PricewaterhouseCoopers LLP regarding its concurrence with the statements made in Item 4 of this Form 8-K concerning the resignation of PricewaterhouseCoopers LLP as the Company’s principal accountant.

Item 5. Other Events

2On March 26, 2003, Fortel Inc. (the “Registrant” or the “Company”) reported that it had entered into a Purchase and Sale Agreement (the “Agreement”) with Divestiture Management Corporation (“DivestCap”), whereby DivestCap intended to acquire substantially all of the assets of the Company for approximately $1,353,000 in cash and the assumption of approximately $8,600,000 of the Company’s liabilities. A significant portion of the cash purchase price was dependant upon the Company’s cash and accounts receivables that was to exceed $1,700,000. The cash portion of the purchase price is also subject to further adjustments as set forth in the Agreement.

Since filing for protection under Chapter 11 of the U.S. Bankruptcy Code, the Company has continued to operate its business pending approval of the sale of assets to DivestCap by the U.S. Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”). The Company has subsequently experienced an unanticipated decrease in its March billings, due primarily to the delay of purchase by two customers. One order was in excess of $1,000,000 and has been delayed due to reorganization within a federal government agency.

As a result of these developments, the Company anticipates that the cash component it will receive from DivestCap under the Agreement will range from $700,000 to $1,000,000 in cash, depending upon actual billings for the month of April and other certain events. The sale of the Company's assets remains subject to the approval of the Bankruptcy Court.

Certain statements in this current report are forward-looking, and as such are subject to risks and uncertainties. Such statements include:

• The Company's anticipation of the range of the cash component it will receive from DivestCap under the Agreement.

Risks that may affect whether the anticipated events occur include the risks of future anticipated billings not materialising or other events.

SIGNATURES

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

	FORTEL, INC.
	FORTEL INC.
Dated: September 27, 2002	By:		/s/ Romeo R. Dizon
Dated: April 8, 2003	By:	/s/ Robert E. Fortelka
			Romeo R. Dizon
		Robert E. Fortelka
			Chief Accounting Officer and Acting Chief Financial Officer
		Acting Chief Executive Officer and Senior VP, Product Operations

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