MERCHANTONLINE COM INC
8-K, 2000-01-24
BLANK CHECKS
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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 24, 2000




                            MERCHANTONLINE.COM, INC.
              ----------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


     FLORIDA                         0-22607                      84-1233073
  --------------                   -----------               -------------------
  STATE OR OTHER                   (COMMISSION                (IRS EMPLOYER
  JURISDICTION OF                  FILE NUMBER)              IDENTIFICATION NO.)
                                   IN COMPANY)



                            1600 SOUTH DIXIE HIGHWAY
                            BOCA RATON, FLORIDA 33432
                 -------------------------------------- --------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)



        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (561) 395-3585


                  ---------------------------------------------
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)

<PAGE>

         ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On January 19, 2000, Millward & Co. (Millward) was dismissed as the
         Registrant's principal accountant. Millward had served as the
         Registrant's principal accountant since October 1, 1998.

         The report of Millward on the Registrant's financial statements for the
         past fiscal year ended October 31, 1998 did not contain an adverse
         opinion or a disclaimer of opinion and was not qualified or modified as
         to audit scope or accounting principles. The report however, was
         modified as to an uncertainty of the Company's ability to continue as a
         going concern.

         In connection with the forthcoming audit of the 1999 financial
         statements, Millward has not commenced with any audit procedures and
         there are no disagreements between the Company and Millward for the
         period since it was engaged as the auditor, on any matters of
         accounting principles and practices, financial statement disclosure, or
         auditing scope and procedure which, if not resolved to the satisfaction
         of Millward, would have caused Millward to make reference to the matter
         in their report.

         The Registrant requested Millward to furnish it with a letter addressed
         to the Securities and Exchange Commission stating whether or not
         Millward agrees with the statements made by the Registrant in response
         to this Item 4 and, if not, stating the respects in which it does not
         agree. The Registrant delivered a copy of this Form 8-K report to
         Millward on January 19, 2000. The Registrant is filing such letter as
         an exhibit to this Form 8-K Report.

         On January 24, 2000 the Registrant engaged Ernst & Young LLP ("E&Y") as
         its independent public accountant for the fiscal year ended October 31,
         1999. The decision to change accountants was approved by the
         Registrant's Board of Directors.

         Item 7. Financial Statements and Exhibits.

         (c) Exhibits.

         No.      Description
         ---      -----------

         16.1     Letter regarding change in certifying accountant from Millward
                  & Co.


                                   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.



                                                 MERCHANTONLINE.COM, INC.



               Date:  January 24, 2000           By:  /s/ TAREK KIRSCHEN
                                                    ----------------------------
                                                    Tarek Kirschen, President


                                       2



         Exhibit 16.1


         January 24, 2000

         Securities and Exchange Commission
         450 Fifth Street, N.W.
         Washington, D.C.  20549

         Dear Sirs:

         We have read the  statements  made by  MerchantOnline.com,  Inc.  (copy
         attached),  which  we  understand  will be filed  with the  Commission,
         pursuant  to Item 4 of Form  8-K,  as part of the  Company's  Form  8-K
         report for the month of  January  2000.  We agree  with the  statements
         concerning our Firm in such Form 8-K.


         Very truly yours,

         By: /s/ MILLWARD & CO.
         ----------------------------
         Millward & Co., CPAs


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