<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 16, 1999
Sunderland Corporation
------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
----------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-24803 52-2102142
------------------------ ----------------------------------
(Commission File Number) (IRS Employer Identification No.)
2901 El Camino Avenue, Las Vegas, Nevada 89102
------------------------------------------------------------
(Address of Principal Executive Offices, Including Zip Code)
(702) 227-0965
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 13, 1999, Sunderland Corporation (hereinafter referred as
the "Company") notified Hansen, Barnett & Maxwell ("HBM") that they were
dismissed as the Company's independent auditor.
The Company and HBM have not, in connection with the audit of the
Company's financial statements for each of the two years ended December 31,
1998 and 1997, had any disagreement on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreement, if not resolved to HBM's satisfaction, would have caused
HBM make reference to the subject matter of the disagreement in connection
with its reports. In connection with the Company's June 30, 1999 unaudited
consolidated financial statements, HBM disagreed with the appropriate
accounting for the net assets of Del Mar Mortgage, Inc. and Del Mar Holdings,
Inc. (the "Del Mar Entities") which were not transferred to Sunderland
Corporation. It was resolved that these net assets should be accounted for
as capital distributions from the accounting acquirer. In addition, there
were disagreements regarding the presentation of the operations of the Del
Mar Entities prior to the reorganization as those of predecessor entities. This
matter was also resolved to present those prior operations.
The reports of Hansen, Barnett & Maxwell on the Company's financial
statements for the past two years did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
The decision to change accountants was approved by the Company's board
of directors.
On December 13, 1999, the Company appointed Grant Thornton, LLP its
independent accountant and Grant Thornton, LLP accepted such appointment.
The Company had no relationship with Grant Thornton, LLP required to be
reported pursuant to Regulation S-B Item 304 (a) (2) during the two years
ended December 31, 1998 and 1997, or the subsequent interim period prior to
and including December 13, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
16.1 Letter from Hansen, Barnett & Maxwell regarding its concurrence
with the Company's statement regarding change of accountants.
<PAGE>
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 thereunto duly authorized.
SUNDERLAND CORPORATION
By: /s/ Lance K. Bradford
LANCE K. BRADFORD, Chief Financial Officer
Dated: December 13, 1999
<PAGE>
EXHIBIT 16.1 TO FORM 8-K
December 13, 1999
Securities and Exchange Commission
450 Fifth Street, North West
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the statements made by Sunderland Corporation in Item 4 of its
Form 8-K dated December 13, 1999 regarding the change in certifying
accountants. We agree with the statements.
Sincerely,
/s/ Hansen, Barnett & Maxwell
Hansen, Barnett & Maxwell
