8-K, 2000-08-28
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                             Washington, D.C. 20549

                                   FORM 8-KSB

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of Earliest Event Reported): AUGUST 21, 2000

                                  cMeRun Corp.
             (Exact name of registrant as specified in its charter)

         (State or other jurisdiction of incorporation or organization)

        0-25359                                         65-0877745
(Commission File Number)                   (IRS Employer Identification Number)

                                 ONE CABOT ROAD
                           HUDSON, MASSACHUSETTS 01749
              (Address of principal executive offices and zip code)

                                 (978) 567-6800
              (Registrant's telephone number, including area code)




         Deloitte & Touche LLP ("D&T") were previously the independent auditors
engaged to audit the financial statements of cMeRun Corp. (the "Company"). On
August 21, 2000, D&T resigned as the independent auditors of the Company. The
Company will authorize D&T to respond fully to the inquiries of a successor
accountant, when engaged, concerning D&T's resignation.

         During the period from D&T's engagement as the Company's independent
auditors to the date of D&T's resignation, there were no disagreements with
D&T on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to D&T's satisfaction, would have caused D&T to make reference to
the subject matter of the disagreements in connection with its report. D&T
did not issue an independent auditor's report on the Company's consolidated
financial statements.

         D&T informed the Company that it was unwilling, and therefore unable,
to rely on the representations of the Company's Chairman.

         Subsequent to the issuance of the Company's March 31, 2000
consolidated financial statements and filing of its Quarterly Report on Form
10-QSB for the Quarter ended March 31, 2000, D&T informed the Company that
information had come to D&T's attention that D&T has concluded materially
impacts the reliability of the March 31, 2000 financial statements included
in the Company's filing on Form 10-QSB for the Quarter ended March 31, 2000.
D&T informed the Company that such information included: (1) certain
stock-based compensation and other non cash transactions were not recorded or
had been calculated incorrectly, (2) certain preferred stock issuance costs,
which the Company immediately recognized in determining loss attributable to
common stockholders, were calculated incorrectly and should have been
amortized, and (3) certain aspects of the relationship between the Company
and C Me Run (Alberta), Ltd. which might result in a requirement to
consolidate the accounts of C Me Run (Alberta), Ltd. with the financial
statements of the Company for such consolidated financial statements to be a
fair presentation in accordance with generally accepted accounting
principles. The pending transaction between the Company and C Me Run
(Alberta), Ltd. was described in the Notes to the consolidated financial
statements provided in the original filing of the Company's March 31, 2000
Form 10-QSB.

         Prior to D&T's resignation, the Company and D&T were in the process
of evaluating the need and nature of any required restatement of such
financial statements based on the information set forth in the previous
paragraph. Management believes that the impact of such information would
result in a non cash charge that would be material to the Company's financial
statements as of and for the period ending March 31, 2000 and would require
the Company to restate its consolidated financial statements. The preparation
and filing of an amended Quarterly Report on Form 10-QSB/A for the Quarter
ended March 31, 2000 including restated financial statements, as well as the
filing of the Company's Form 10-QSB for the Quarter ended June 30, 2000, will
be delayed until the Company has retained new independent auditors to review
such interim financial statements. The Company has already begun its search
for new auditors.


         The Company delivered a copy of this Report on Form 8-KSB to D&T on
August 28, 2000 and requested D&T to furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether or not D&T agrees with
the statements made by the Company in response to this Item 4 and, if not,
stating the respects in which D&T does not agree. A copy of the response letter
of D&T is attached hereto as Exhibit 16.


         (c) The following exhibit is filed with this Current Report on
Form 8-KSB.


         16                 Letter Regarding Change in Certifying Accountants



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            cMeRun Corp.

                                            By: /s/ David Myers
                                                Name: David Myers
                                                Title: President

Date: August 28, 2000

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