8-K 1 pwin8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) DECEMBER 21, 2000 PLAYANDWIN, INC. (Exact name of registrant as specified in its charter) Nevada 000-29477 88-039116 (State of (Commission (I.R.S. Employer organization) File Number) Identification No.) 7050 Weston Rd., Vaughn, Ontario, Canada L4L 8G7 (Address of principal executive offices) Registrant's telephone number, including area code (905) 850-3940 ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 1. i. The Company's principal accountant, Merdinger, Fructher, Rosen, & Corso, P.C., was dismissed on December 21, 2000 ii. The principal accountant's report on the financial statements for the past two years was modified as to uncertainty that the Company will continue as a going concern. iii. The decision to change accountants was approved by the board of directors. iv. A. There were no disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the former accountants satisfaction, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. 2. A new accountant has been engaged as the principal accountant to audit the issuer's financial statements. The new accountant is Stonefield Josephson, Inc. and was engaged as of December 21, 2000. Neither the Company nor anyone acting on its behalf consulted the new accountant regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the small business issuer's financial statements, as part of the process of deciding as to the accounting, auditing or financial reporting issue. 3. The Company has provided the former accountant with a copy of the disclosures it is making in response to this Item. The Company has requested the former accountant to furnish a letter addressed to the Commission stating that it agrees with the statements made by the Company. The Company has not filed the letter as an exhibit to the registration statement containing this disclosure and as of this filing date has yet to receive the letter. Upon receipt of such letter, the Company will amend the 8-K filing to include the letter as an exhibit. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Playandwin, Inc. By: /s/ Stewart Garner Stewart Garner, President Date January 22, 2001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) September 20, 1000

PLAYANDWIN, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-29477	88-039116
(State of	(Commission	(I.R.S. Employer
organization)	File Number)	Identification No.)

7050 Weston Rd., Vaughn, Ontario, Canada L4L 8G7 (Address of princpal executive offices)

Registrant's telephone number, including area code (905) 850-3940

ITEM 5 Other Events

On September 20, 1000, the Company filed a Certificate of Change pursuant to NRS 78.207 and 78.209 increasing the Company's authorized common stock from 50,000,000 shares to 100,000,000 shares. This increase correponds with the 4:1 forward split adopted by the Board of Directors on September 19, 1000.

SIGNATURES

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

Playandwin, Inc.

By: /s/ Stewart Garner Stewart Garner, President

Date: September 21, 1000

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