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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 11, 1999
LINDATECH INC.
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(Exact name of registrant as specified in charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-12021 13-3848652
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(Commission file number) (IRS employer identification no.)
One World Trade Center, 87th Floor, New York, New York 10048
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(Address of principal executive offices)
Registrant's telephone number, including area code (212) 321-9531
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
On June 11, 1999, registrant notified Goldstein Golub Kessler LLP, the
independent accounting firm previously engaged as the principal accountant to
audit the registrant's financial statements, of its dismissal. Such principal
accountant's report on the registrant's financial statements for each of the
past two years did not contain an adverse opinion or a disclaimer of opinion,
and was not qualified or modified as to uncertainty, audit scope, or accounting
principles. The decision to change accountants was approved by the board of
directors of the registrant. During the registrant's two most recent fiscal
years and any subsequent interim period preceding such dismissal 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 disagreements, if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter of the
disagreements in connection with its report.
The following statements apply to the registrant's two most recent fiscal years
and any subsequent interim period preceding the former accountant's dismissal
(each of the described events is hereinafter referred to as a "reportable
event"):
(A) The former accountant did not advise the registrant that the
internal controls necessary for the registrant to develop reliable financial
statements do not exist;
(B) The former accountant did not advise the registrant that information
had come to the accountant's attention that led it to no longer be able to rely
on management's representations, or that made it unwilling to be associated with
the financial statements prepared by management:
(C) The former accountant did not advise the registrant of the need to
expand significantly the scope of its audit, or that information had come to the
accountant's attention during such time period that if further investigated may
(i) materially impact the fairness or reliability of either: a previously issued
audit report or the underlying financial statements; or the financial statements
issued or to be issued covering the fiscal period(s) subsequent to the date of
the most recent financial statements covered by an audit report (including
information that may prevent it from rendering an unqualified audit on those
financial statements), or (ii) cause it to be unwilling to rely on management's
representations or be associated with the registrant's financial statements; and
(D)(1) The former accountant did not advise the registrant that
information had come to the accountant's attention that it had concluded
materially impacts the fairness or reliability of either (i) a previously issued
audit report or the underlying financial statements, or (ii) the financial
statements issued or to be issued covering the fiscal
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period(s) subsequent to the date of the most recent financial statements covered
by an audit report (including information that, unless resolved to the
accountant's satisfaction, would prevent it from rendering an unqualified audit
report on those financial statements).
On December 10, 1998, registrant sold shares of its Common Stock, $.0001
par value per share, and non-voting Series A Convertible Preferred Stock which
in the aggregate would equal, when fully issued and converted, approximately
ninety percent (90%) of the Common Stock to several Australian purchasers,
including Newton Grace Pty Limited ("Newton Grace"). Simultaneously with such
purchase, Newton Grace sold all of the operating assets of its consumer electric
good business to two wholly-owned Australian subsidiaries of the registrant.
These transactions were treated as a reverse merger, for accounting purposes,
and the historical financial statements of Newton Grace replaced those of the
registrant. The historical financial statements of Newton Grace prior to these
transactions were audited by PricewaterhouseCoopers. That firm has never audited
the registrant's financial statements.
On June 11, 1999, registrant engaged Ernst & Young LLP, a new
independent accountant, as the principal accountant to audit the registrant's
financial statements. During the registrant's two most recent fiscal years, and
any subsequent interim period prior to engaging that accountant, neither the
registrant nor anyone on its behalf consulted the newly engaged accountant
regarding either: (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 registrant's financial statements; or (ii) any matter
that was either the subject of a disagreement or a reportable event.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
16. Letter of Goldstein Golub Kessler LLP re: Change in Certifying
Accountant.
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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.
LINDATECH INC.
(Registrant)
Dated: June 15, 1999 By: /s/ Adrian D. Wischer
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Adrian D. Wischer
President and CEO
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[GOLDSTEIN GOLUB KESSLER LLP LETTERHEAD]
June 15, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Re: Lindatech Inc. (formerly NetLive Communications, Inc.)
Commission File #1-12021
Gentlemen:
We have read the above referenced Registrant's response to Item 4 -- Changes in
Registrant's Certifying Accountant with respect to its Current Report on
Form 8-K dated June 11, 1999 and concur with the statements made therein.
Sincerely,
/s/ Goldstein Golub Kessler LLP
GOLDSTEIN GOLUB KESSLER LLP
REF:DR90614/eob2
1185 Avenue of the Americas Suite 500 New York, NY 10036-2602
TEL 212 372 1800 FAX 212 372 1801 www.ggk.com
