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SECURITIES & 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) March 31, 1999
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MOUNT VINTAGE PLANTATION GOLF CLUB, LLC
(Exact Name of Registrant
as Specified in its Charter)
South Carolina
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(STATE OR OTHER JURISDICTION
OF INCORPORATION)
333-59029 57-1069631
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
108-1/2 Courthouse Square, P.O. Box 706, Edgefield, SC 29604
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(803) 637-5304
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(REGISTRANT'S TELEPHONE NUMBER
INCLUDING AREA CODE)
Not Applicable
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(FORMER NAME OR FORMER ADDRESS,
IF CHANGED SINCE LAST REPORT)
COPIES TO:
Eric K. Graben
Wyche, Burgess, Freeman & Parham, P.A.
44 East Camperdown Way (29601)
P.O. Box 728
Greenville, SC 29602-0728
(864) 242-8200
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<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 31, 1999, Mount Vintage Plantation Golf Club, LLC, a South
Carolina limited liability company (the "Company"), dismissed Serotta Maddocks
Evans & Co., CPAs ("SME") as its independent accountant engaged as the principal
accountant to audit the Company's financial statements and retained Elliott,
Davis & Company, LLP ("Elliott, Davis") in its place. SME recommended that the
Company change its independent accountants and recommended Elliott, Davis in
particular because SME does not generally provide services to SEC reporting
companies. Both the Company and SME believe that the Company will be better
served by an independent accountant with more experience in providing services
to SEC reporting companies. The Company believes that Elliott, Davis has
substantial experience in providing services to SEC reporting companies and will
be able to provide fully adequate services to the Company. The decision to
change the Company's independent accountants was made by the Company's manager,
MV Development Company, LLC, a South Carolina limited liability company.
No report of SME on any financial statements of the Company contained an
adverse opinion or a disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope, or accounting principals. The Company and SME have had
no disagreements on any matter of accounting principals or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of SME, would have caused SME to make reference
to the subject matter of the disagreements in connection with any report by SME.
Prior to retaining Elliott, Davis as its principal independent
accountant, the Company consulted Elliott, Davis in connection with the
preparation of the Company's first Quarterly Report on Form 10-QSB filed with
the Commission (File No. 333-15029) for the Company's third quarter of the 1998
fiscal year (the "10-QSB"). The Company has also consulted Elliott, Davis in
connection with the preparation of its Annual Report on Form 10-KSB for the 1998
fiscal year (the "10-KSB"). The Company expects that Elliott, Davis will provide
a report on the financial statements of the Company contained in the 10-KSB.
Elliott, Davis provided the Company and SME with general advice on the
organization and preparation of the financial disclosure contained in the 10-QSB
and the 10-KSB. None of these consultations resulted from any disagreement
between the Company and SME.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
16.1 Letter from Serotta Maddocks Evans & Co., CPAs regarding
change in certifying accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MOUNT VINTAGE PLANTATION
GOLF CLUB, LLC
Date: April 2, 1999 By: /s/ Bettis C. Rainsford
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Bettis C. Rainsford
Secretary, Treasurer and
Chief Financial Officer
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EXHIBIT 16.1
[Serotta Maddocks Evans & Co., CPA's letterhead]
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
April 6, 1999
Ladies and Gentlemen:
We were previously principal accountants for Mount Vintage Plantation
Golf Club, LLC (the "Company"), and under the date of June 4, 1998, we reported
on the financial statements of the Company as of June 4, 1998, and for the
period beginning with the Company's formation on or about May 26, 1998, and
ending on June 4, 1998. On March 31, 1999 our appointment as principal
accountants was terminated. We have read the Company's statements included under
Item 4 of its Current Report on Form 8-K dated March 31, 1999, and we agree with
such statements. Our agreement with statements made by the Company under Item 4
regarding its reasons for terminating our appointment as principal accountants
and appointing Elliott, Davis & Company, LLP as principal accountants is based
solely on similar statements made by the Company, its manager or its officers to
us.
Very truly yours,
/s/ Serotta Maddocks Evans & Co., CPA's
Serotta Maddocks Evans & Co., CPA's
