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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) January 7, 1999
2CONNECT EXPRESS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of
incorporation or organization)
000-22251 65-0674664
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(Commission (I.R.S. Employer
File Number) Identification No.)
2055 LAKE AVENUE, S.E., SUITE A, LARGO, FL 33771
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (727) 584-7902
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 5 Pages
Index to Exhibits on Page 4
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
At the time of the Registrant's initial public offering, the
Registrant's balance sheet for the fiscal year ended December 31, 1996 and the
related statements of operations and deficit accumulated during the development
stage, shareholders equity and cash flows for the period from April 19, 1996
(date of inception) to December 31, 1996 were audited by the independent
accounting firm of KPMG LLP, formerly known as KPMG Peat Marwick LLP ("KPMG").
KPMG expressed its unqualified opinion as to such financial statements of the
Registrant in its report dated February 20, 1997, except as to the last
paragraph of Note 9, which is as of May 5, 1997.
On November 21,1997, the Registrant changed its fiscal year end to the
Saturday nearest January 31, in conformity with the National Retail Federation
fiscal calendar. The Registrant filed a Form 8-K on December 3, 1997 giving
notice of this change and the Registrant's intent to reflect the fiscal year
transition on Form 10-KSB for the year ended January 31, 1998.
The Registrant filed for bankruptcy on January 12, 1998. Subsequently,
the U.S. Bankruptcy Court, Southern District of Florida, did not authorize the
expenditure of the Registrant's funds for an audit. Therefore, the Registrant
was unable to engage KPMG to complete an audit of the Registrant's financial
statements for the one month ended January 31, 1997 and the year ended January
31, 1998. As a result of the Registrant's failure to have an audit completed,
the Registrant did not file a Form 10-KSB for such fiscal year.
There were no disagreements during 1996 or 1997 or any subsequent
interim periods to such years between the Registrant and KPMG on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
KPMG would have caused it to make reference to the subject matter of the
disagreement in its report. Since its emergence from bankruptcy, the Registrant
contacted KPMG regarding its audit. However, KPMG has declined to stand for
reelection which was confirmed by its letter to the Registrant dated January 8,
1999.
On January 7, 1999, in anticipation of KPMG's declination to stand for
reelection, the Registrant engaged BDO Seidman, LLP ("BDO Seidman") as the
successor independent auditor, which engagement was approved by the Board of
Directors of the Registrant on the same date. BDO Seidman is an international
accounting and consulting organization with three offices in Florida. BDO
Seidman was engaged on January 7, 1999 to audit the Registrant's financial
statements for the one-month ended January 31, 1997 and the fiscal year ended
January 31, 1998.
The Merger described in Item 1 of the Registrant's Form 8-K for the
event dated December 31, 1998 filed on January 8, 1999 results in a change of
control of ownership of the Registrant. BDO Seidman has advised the Registrant
that the financial statements of the Registrant for the years prior to 1999
would include only the results of operations of Bobby Allison as a result of the
change in control. Consequently, BDO Seidman has been engaged to audit the
Registrant's financial statements for the year ended December 31, 1998 which
will be the historical financial statements of Bobby Allison. The Registrant
anticipates filing a Form 10-KSB for each such years as soon as the audits are
available.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) N/A
(b) N/A
(c) Exhibits
16.1 Letter from KPMG LLP.
2
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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.
2CONNECT EXPRESS, INC.,
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(Registrant)
/s/ ROBERT L. MCGINNIS
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Robert L. McGinnis, Chairman of the Board
and Chief Executive Officer
DATE: JANUARY 14, 1999
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EXHIBIT INDEX
Exhibit Number Description Sequentially Numbered Page
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16.1 Letter from KPMG LLP. 5
4
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Exhibit 16.1
[KPMG LLP Letterhead]
One Biscayne Tower Telephone 305 358 2300
Suite 2900 Fax 305 577 0544
2 South Biscayne Boulevard
Miami, FL 33131
Office of the Chief Accountant
SECPS Letter Files
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
January 14, 1999
Ladies and Gentlemen:
We were previously principal accountants for 2Connect Express, Inc. and under
the date of February 20, 1997 (except as to the last paragraph of Note 9, which
is as of May 5, 1997), we reported on the balance sheet of 2Connect Express,
Inc. as of December 31, 1996 and the related statements of operations and
deficit accumulated during the development stage, shareholders' equity and cash
flows for the period from April 19, 1996 (date of inception) to December 31,
1996. On January 8, 1999, we declined to stand for reappointment as principal
accountants. We have read 2Connect Express, Inc.'s statements included under
Item 4 of its Form 8-K dated January 14, 1999, and we agree with such
statements, except that we are not in a position to agree or disagree with
2Connect Express, Inc.'s statements made in the third, fifth and sixth
paragraphs of Item 4.
Very truly yours,
KPMG LLP
