POPMAIL COM INC
8-K, 1999-10-01
EATING PLACES
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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): September 30, 1999



                                PopMail.com, inc.
             (Exact name of registrant as specified in its charter)



           Minnesota                      0-23243                31-1487885
 (State or other jurisdiction    (Commission File Number)       (IRS Employer
       of incorporation)                                     Identification No.)

   4801 West 81st Street, Suite 112, Bloomington, MN                55437
     (Address of principal executive offices)                    (Zip Code)


                               CAFE ODYSSEY, INC.
          (Former Name or Former Address, if Changed Since Last Report)

       Registrant's telephone number, including area code: (612) 837-9917



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Item 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         (a)      Previous independent accountants

                  (i)      On September 30, 1999, Arthur Andersen LLP and
                           PopMail.com, inc. (the "Registrant") agreed to the
                           resignation of Arthur Andersen LLP as independent
                           public accountants of Registrant.

                  (ii)     The reports of Arthur Andersen LLP on the financial
                           statements for the past two years, the most recent of
                           which is the fiscal year ended January 4, 1999,
                           contained no adverse opinion or disclaimer of opinion
                           and were not qualified or modified as to audit scope
                           or accounting principles. However, reference is made
                           to said reports which includes an explanatory
                           paragraph that describes the uncertainty over the
                           Registrant's ability to continue as a going concern
                           described in Note 1 to the financial statements.

                  (iii)    The Registrant's Board of Directors participated in
                           and approved the decision to change independent
                           accountants.

                  (iv)     In connection with its audits for the two most recent
                           periods and through September 30, 1999, there have
                           been no disagreements with Arthur Andersen LLP 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 Arthur Andersen LLP would have caused
                           them to make reference thereto in their report on the
                           financial statements for such years.

                  (v)      During the two most recent fiscal years and through
                           September 30, 1999, there have been no reportable
                           events (as defined in Regulation S-B Item
                           304(a)(1)(iv)).

                  (vi)     Arthur Andersen LLP has furnished the Registrant with
                           a letter addressed to the SEC stating that it agrees
                           with the above statements. A copy of this letter is
                           included as an exhibit to this Form 8-K Report.

         (b)      New independent accountants

                  (i)      The Registrant engaged Grant Thornton LLP as its new
                           independent accountants as of September 30, 1999.
                           During the two most recent periods and through
                           September 30, 1999, the Registrant has not consulted
                           with Grant Thornton LLP on items which (1) were or
                           should have been subject to SAS 50 or (2) concerned
                           the subject matter of a disagreement or reportable
                           event with the former auditor (as described in
                           Regulation S-B Item 304(a)(2)).


Item 7.           FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits

                  (16)     Letter regarding change in certifying accountant.



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                                    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 thereunto duly authorized.

                                          PopMail.com, inc.


Date:   October 1, 1999                   By: s/ Thomas W. Orr
                                             -----------------------------
                                          Name: Thomas W. Orr
                                          Title:   Chief Financial Officer



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<PAGE>   1


                                                                      EXHIBIT 16

September 30, 1999

Securities and Exchange Commission
450 Fifth Street Northwest
Washington, DC 20548





Ladies and Gentlemen:

We have read and agree with the comments in Item 4 of the Form 8-K of Cafe
Odyssey, Inc. (d/b/a PopMail.com, inc.) dated September 30, 1999.

Very truly yours,


Arthur Andersen LLP


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