8-K 1 form8-k_jun172003.txt 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 June 16, 2003 ----------------- Date of Report (Date of earliest event reported) TRANS CONTINENTAL ENTERTAINMENT GROUP, INC. -------------------------------------------- (Exact Name of Registrant as Specified in its Charter) NEVADA 0-22382 56-1051491 ------------------- ---------------- ------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 1701 PARK CENTER DRIVE, ORLANDO, FL 32835 -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (407) 253-5000 ----------------- (Registrant's telephone number, including area code) ---------------------------------------------------- (Former name or former address if changed since last report) ITEM 4. Changes in Registrant's Certifying Accountant As disclosed in the Registrant's Current Report on Form 8-K filed March 13, 2003, on March 10, 2003, Merdinger, Fruchter, Rosen & Company, an independent accountant who served as the Registrant's principal accountant to audit the Registrant's consolidated financial statements, pursuant to its decision to cease auditing publicly traded companies, resigned from its engagement with the Registrant. The information contained in such Current Report on Form 8-K is incorporated herein by reference. On June 16, 2003, the Registrant appointed Weinberg & Company, P.A. as its principal accountant to replace Merdinger, Fruchter, Rosen & Company as its principal accountant to audit the Registrant's consolidated financial statements. The engagement of Weinberg & Company was approved by the Registrant's Board of Directors. During the Registrant's two most recent fiscal years, and the subsequent interim period preceding June 16, 2003, neither the Registrant nor anyone on its behalf has consulted with Weinberg & Company regarding either: (a) the application of accounting principles to a specific completed or contemplated transaction; or the type of audit opinion that might be rendered on the Registrant's consolidated financial statements, and neither a written report nor oral advice was provided that was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement or any other event described in Item 304, paragraph (a)(1)(iv), of Regulation S-B. (Remainder of page intentionally left black) 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. TRANS CONTINENTAL ENTERTAINMENT GROUP, INC. ------------------------------------------- (Registrant) Date: June 18, 2003 By: /s/ Mark Tolner ----------------------- Mark Tolner Chief Executive Officer

Name Position ---- -------- Louis J. Pearlman Chairman of the Board Designate Mohamed Hadid Chairman of the Board of Directors and Secretary Mark R. Tolner Director and Chief Executive Officer Gregory T. McDonald Director Designate and President Anthony R. Ruben Director, Chief Operating Officer and Acting Chief Financial Officer Neil E. Mauskapf Director, Chief Technology Officer and Chief Information Officer Rafiah Kashmiri Director Jeffrey Kranzdorf Director Designate

Name Position ---- -------- Louis J. Pearlman Chairman of the Board Gregory T. McDonald Director and President Jeffrey Kranzdorf Director and Secretary Designate Mark R. Tolner Director and Chief Executive Officer Neil Mauskapf Director, Chief Technical Officer and Chief Information Officer Anthony R. Ruben Chief Operating Officer and Acting Chief Financial Officer Terri Bears Vice President - New Business Development

Name Position ---- -------- Louis J. Pearlman Chairman of the Board of Directors of the Company and TCTI Gregory T. McDonald Director and President of the Company and TCTI Jeffrey Kranzdorf Director and Secretary of the Company and TCTI Mark R. Tolner Director and Chief Executive Officer of the Company and TCTI Neil E. Mauskapf Director, Chief Technology Officer and Chief Information Officer of the Company and TCTI Anthony R. Ruben Chief Operating Officer and Acting Chief Financial Officer Terri Bears Vice President - New Business Development of TCTI

Voting Percentage Number of Shares (based upon ----------------------------------- Series C Preferred Series C Stock voting on an Name Common Stock Preferred Stock as converted basis) ---- ------------ --------------- ------------------- Mohamed Hadid(1) 9,115,546 1,500,000 23.9% Graye Capital, Ltd.(1) 4,250,000 - 0 - 1.0% Fortune Multimedia, Ltd.(1) 4,250,000 - 0 - 1.0% Homesite Capital, Ltd.(1) 4,452,381 - 0 - 1.1% The Jefferson Trust(1) 5,378,788 1,060,606 16.7% The Paramount Trust(1) 5,378,788 1,060,606 16.7% The Morgan Trust(1) 5,378,788 1,060,606 16.7% Richard Walk 1,613,636 318,182 5.0% Mark Tolner(2) 1,150,000 - 0 - 0.3%

Voting Percentage Number of Shares (based upon ----------------------------------- Series C Preferred Series C Stock voting on an Name Common Stock Preferred Stock as converted basis) ---- ------------ --------------- ------------------- Louis J. Pearlman(1) 58,140,000 - 0 - 11.0% Gregory T. McDonald(1) 58,140,000 - 0 - 11.0% Mohamed Hadid(2) 9,115,546 1,500,000 18.7% Mark Tolner(3) 1,150,000 - 0 - 0.2% Richard Walk 1,613,636 318,182 3.9% Graye Capital, Ltd.(2) 4,250,000 - 0 - 0.8% Fortune Multimedia, Ltd.(2) 4,250,000 - 0 - 0.8% Homesite Capital, Ltd.(2) 4,452,381 - 0 - 0.8% The Jefferson Trust(2) 5,378,788 1,060,606 13.0% The Paramount Trust(2) 5,378,788 1,060,606 13.0% The Morgan Trust(2) 5,378,788 1,060,606 13.0%

Voting Percentage Number of Shares (based upon ------------------------------------ Series C Preferred Series C Stock voting on an Name Common Stock Preferred Stock as converted basis) ---- ------------ --------------- ------------------- Louis J. Pearlman(1) 581,400 - 0 - 11.0% Gregory T. McDonald(1) 581,400 - 0 - 11.0% Mohamed Hadid(2) 91,155 1,500,000 18.7% Mark Tolner(3) 11,500 - 0 - 0.2% Richard Walk 16,136 318,182 3.9% Graye Capital, Ltd.(2) 42,500 - 0 - 0.8% Fortune Multimedia, Ltd.(2) 42,500 - 0 - 0.8% Homesite Capital, Ltd.(2) 44,524 - 0 - 0.8% The Jefferson Trust(2) 53,788 1,060,606 13.0% The Paramount Trust(2) 53,788 1,060,606 13.0% The Morgan Trust(2) 53,788 1,060,606 13.0%

Number of Shares of Name Common Stock Voting Percentage ---- ------------ ----------------- Louis J. Pearlman(1) 1,561,225 18.5% Louis J. Pearlman Enterprises, Inc.(2) 581,400 6.9% Gregory T. McDonald(1) 1,561,225 18.5% The Thomas A. Parker Trust(2) 581,400 6.9% Mohamed Hadid(3) 991,155 11.8% Mark Tolner(4) 11,500 0.1% Richard Walk 207,044 2.5% Graye Capital, Ltd.(3) 42,500 0.5% Fortune Multimedia, Ltd.(3) 42,500 0.5% Homesite Capital, Ltd.(3) 44,524 0.5% The Jefferson Trust(3) 690,152 8.2% The Paramount Trust(3) 690,152 8.2% The Morgan Trust(3) 690,152 8.2%

NO. DESCRIPTION --- ----------- 99.1 Agreement and Plan of Merger, dated September 5, 2002, among the Company, TCC, the Stockholders of TCC and certain Stockholders of the Company (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated September 6, 2002 and filed on September 17, 2002). 99.2 Stockholders' Agreement, dated January 14, 2002, among the Company, the holders of the Company's Series C Preferred Stock and certain other Common Stockholders (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated January 31, 2002 and filed on February 15, 2002). 99.3 Consulting Agreement, dated January 14, 2002, between the Company and Madison Consulting Company (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated January 31, 2002 and filed on February 15, 2002). 99.4 Consulting Agreement, dated January 14, 2002, between the Company and General Services Corporation (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated January 31, 2002 and filed on February 15, 2002).

NO. DESCRIPTION --- ----------- 99.5 Consulting Agreement, dated January 14, 2002, between the Company and Corporate Media Services, Inc. (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated January 31, 2002 and filed on February 15, 2002). 99.6 First Amendment to Consulting Agreement, dated September 5, 2002, between the Company and Madison Consulting Company (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated September 6, 2002 and filed on September 17, 2002). 99.7 First Amendment to Consulting Agreement, dated September 5, 2002, between the Company and General Services Corporation (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated September 6, 2002 and filed on September 17, 2002). 99.8 First Amendment to Consulting Agreement, dated September 5, 2002, between the Company and Corporate Media Services, Inc. (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated September 6, 2002 and filed on September 17, 2002). 99.9 First Amendment to Employment Agreement, dated September 5, 2002, between the Company and Mark R. Tolner 99.6 (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated September 6, 2002 and filed on September 17, 2002). 99.10 Employment Agreement, dated September 5, 2002, between the Company and Louis J. Pearlman (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated September 6, 2002 and filed on September 17, 2002). 99.11 Employment Agreement, dated September 5, 2002, between the Company and Gregory T. McDonald (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated September 6, 2002 and filed on September 17, 2002). 99.12 Lock-Up and Escrow Agreement, dated September 5, 2002, among the Company, the Trusts, Louis J. Pearlman, Gregory T. McDonald, Jeffrey Kranzdorf and certain other stockholders (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated September 6, 2002 and filed on September 17, 2002). 99.13 Trademark Sublicense Agreement, dated September 5, 2002, between the Company and Trans Continental Classics, Inc. (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated September 6, 2002 and filed on September 17, 2002). 99.14 License Agreement, dated June 1, 2002, between the Company and Edge Sports Team, Inc. (incorporated herein by reference to Exhibit 10.1 filed with the Company's Form 8-K dated August 1, 2002 and filed on August 8, 2002).

NO. DESCRIPTION --- ----------- 99.15 Certificate of the Designations, Powers, Preferences and Rights of the Series C Convertible Preferred Stock (incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated January 31, 2002 and filed on February 15, 2002).

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