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 30, 2000
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DIGITEC 2000, Inc.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-23291 54-1287957
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
8 West 38th Street, Fifth Floor, New York, New York 10018
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(Address of Principal Executive Offices) (Zip Code)
Registrants' telephone number, including area code (212) 944-8888
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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.
(a)(1)(i), (a)(1)(iii) and (a)(1)(v)(D)(2). Effective June 30, 2000, BDO
Seidman, LLP, New York, New York was replaced by Deloitte & Touche, LLP, New
York, New York as the independent public accountants to audit the financial
statements of the registrant. The decision to change accountants was recommended
and approved by the Board of Directors and Audit Committee of the registrant.
(a)(1)(ii). The reports of BDO Seidman, LLP on the registrant's last two
annual reports on Form 10-K contained going concern language as follows:
"1998 Report:
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 1(a) to the financial statements, the Company
has experienced significant losses from continuing operations for
the three years ending June 30, 1998, has a deficit in working
capital and equity at June 30, 1998 and may have significant
contractual obligations as discussed in Note 6. These matters
raise substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters are
described in Note 1(a) to the financial statements. The financial
statements do not include any adjustments that might result from
the outcome of the uncertainties."
"1999 Report:
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 1(a) to the financial statements, the Company
has significant deficiencies in working capital and net worth at
June 30, 1999 and 1998 and experienced significant losses from
continuing operations for the three years ended June 30, 1999,
1998 and 1997. In addition, it has become economically dependent
upon a 21% stockholder to fund operating cash flows and to
provide significant telecommunications products and services.
These matters raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to
these matters are described in Note 1(a) to the financial
statements. The financial statements do not include any
adjustments that might result from the outcome of the
uncertainties."
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(a)(1)(iv). The registrant believes that, for the registrant's fiscal
years ended June 30, 1998 and June 30, 1999, and the subsequent interim period
preceding the replacement of BDO Seidman, LLP, the registrant and BDO Seidman,
LLP did not have any disagreement 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 BDO Seidman, LLP would have
caused it to make reference in connection with its report on the registrant's
financial statements to the subject matter of the disagreement.
(a)(1)(v)(D)(1). A. At the request of BDO Seidman, LLP, the registrant
restated its 10Qs for the periods ending September 30, 1998, December 31, 1998
and March 31, 1999 to reflect the interest charges related to the amortization
of certain warrants to purchase common stock related to certain debt refinancing
with related parties and to record unfiled federal excise taxes with related
penalties and interest. The June 30, 1998 10K was amended to disclose
reclassification of excess minutes processed by Premier Communications, Inc., a
stockholder of the registrant.
B. BDO Seidman, LLP, has communicated to the management and audit
committee of the registrant during and after the fiscal 1999 and 1998 audits
certain issues related to the lack of management and internal controls of the
registrant during these periods.
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C. The Audit Committee has reviewed these matters and the registrant has
authorized BDO Seidman, LLP to respond to inquiries of Deloitte & Touche, LLP on
all matters of the registrant's financial reporting.
The registrant has provided BDO Seidman, LLP a copy of the foregoing
disclosures and has requested that BDO Seidman, LLP furnish a letter addressed
to the Securities and Exchange Commission stating whether or not BDO Seidman,
LLP agrees with such disclosures. A copy of such letter will, upon receipt by
registrant, be filed as Exhibit 16 to this Form 8-K by amendment.
Item 7. Exhibits.
None
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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.
DIGITEC 2000, INC.
Date July 10, 2000 By: /s/ Frank C. Magliato
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Name: Frank C. Magliato
Titles: Chief Executive Officer, President,
Chairman of the Board of Directors
and Chief Financial Officer
