ML DIRECT INC
8-K, 1997-06-27
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                       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): June 23, 1997


                                 ML Direct Inc.
                                 --------------
             (Exact name of registrant as specified in its charter)



                                    Delaware
                                    --------
                    (State of incorporation or organization)




             0-21211                                   13-3842020
             -------                                   ----------
     (Commission File Number)                    (I.R.S. Employer ID No.)





           3001 Executive Drive, Suite 120, Clearwater, Florida 34622
           ----------------------------------------------------------
                    (Address of Principal Executive Offices)




       Registrant's telephone number, including area code:  (813) 572-8703
                                                            --------------  


<PAGE>





Item 4.  Changes in Registrant's Certifying Accountant.
         ----------------------------------------------

      ML Direct  Inc.  (the  "Company")  was  informed  by Deloitte & Touche LLP
("D&T") that D&T resigned as the Company's  independent  auditors as of June 23,
1997. D&T audited the Company's financial statements for the year ended November
30, 1996.  The Company's  financial  statements  for the year ended November 30,
1995 were audited by Mortenson & Associates, P.C. ("Mortenson").  The reports on
the  Company's  financial  statements  for  1996 and  1995  rendered  by D&T and
Mortenson, respectively, included "going concern" uncertainty paragraphs.

      During the Company's  most recent fiscal year and all  subsequent  interim
periods  through  the date of D&T's  resignation,  there  were no  disagreements
between the Company and D&T on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

















<PAGE>





                                    SIGNATURE


      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.


                                           ML DIRECT INC.

Date:    June 27, 1997                     By: //James M. Lawless
                                              ----------------------------------
                                             James M. Lawless, President











































June 27, 1997



Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549

Dear Sirs/Madams:

We have read and agree with the  comments in Item 4 of the Form 8-K of ML Direct
Inc. dated June 27, 1997.

Yours truly,



Deloitte & Touche LLP


















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