UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No.1
To
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 22, 2000
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2TheMart.com, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma
(State or other jurisdiction of incorporation)
0-27151 33-0544320
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(Commission File Number) (IRS Employer Identification No.)
18301 Von Karman Avenue, 7th Floor, Irvine, California, 92612
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(Address of principal executive offices) (Zip Code)
(949) 477-1200
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Registrant's telephone number, including area code:
N/A
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(Former name, address and telephone number)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 22, 2000, 2TheMart.com, Inc. (the "Company" or the "Registrant")
received correspondence from the firm of Grant Thornton LLP ("GT") stating that
GT had resigned as independent accountant for the Registrant as of March 17,
2000. The resignation of GT was not approved by the Registrant's Board of
Directors. In resigning, GT cited the following reportable events (the
"Reportable Events"):
1. That during the period in which GT was engaged as independent auditors,
GT noted certain events or circumstances that led it to conclude that it would
no longer be able to rely on management's representations; and
2. That GT believes that the Registrant does not have adequate internal
controls or the appropriate level of management or board oversight over the
Company's policies and practices.
The Registrant has authorized GT to respond fully to any successor
independent accounting firm regarding the Reportable Events and GT's resignation
as auditors of the Registrant.
GT had served as the Registrant's independent accountant and had previously
audited and issued a report dated August 24, 1999 on the Company's financial
statements for the period from December 22, 1998 (inception) to June 30, 1999.
To the best of the Registrant's knowledge, there were no disagreements with GT
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 GT, would have caused GT to make reference to the subject
matter of the disagreement in its report.
The Registrant's Board of Directors is presently conducting an
investigation of the Registrant's policies and procedures and is in the process
of implementing additional internal controls in order to ensure the integrity of
the Registrant's policies and procedures. As part of its efforts to improve
the integrity of the Registrant's policies and procedures, William M. Wagner,
the Registrant's current V.P. of Finance and Corporate Controller has been
appointed as the Registrant's interim Chief Financial Officer. Additionally,
Dominic J. Magliarditi, the Registrant's President, Chief Operating Officer,
Secretary, Chief Financial Officer, and a member of its Board of Directors has
relinquished all of his positions with the Registrant effective March 28, 2000.
The Registrant is also currently actively recruiting additional officers and
board members.
In connection with its proposed merger with GoToWorld.com, Inc.,
("GoToWorld") the Registrant has agreed to appoint Ian S. Simpson, GoToWorld's
current Chairman of the Board and Chief Executive Officer, as the merged
Company's CEO, Co-Chairman, and member of its board of directors. The
Registrant believes that the changes already effectuated as well as the changes
in management contemplated in its proposed merger with GoToWorld will
substantially resolve the issues raised by GT.
Management of the Company believes that the Company's internal controls
are adequate and that management's representations can be relied on by the
Registrant's auditors.
On March 23, 2000, the Company's Board of Directors approved the
appointment of and formally engaged, the firm of Corbin & Wertz LLP ("C&W"), as
the Company's principal accountant. Thereupon, C&W began auditing the Company's
financial statements for the fiscal year ended December 31, 1999. As part of
the audit, C&W will review the Company's internal control policies and
procedures.
From the period from December 22, 1998 (inception) to June 30, 1999, and
subsequent interim period, prior to engaging C&W, the Company has not consulted
C&W regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements; or (ii) any matter that
was either the subject of a disagreement or a reportable event.
On April 10, 2000, the Company received the response of GT, dated April 7,
2000 to the Company's Current Report on Form 8-K filed with the Commission on
March 29, 2000, which announced that GT had resigned as the Company's
independent public accountant. The April 7, 2000 response of GT is attached
to this amended Report as Exhibit 16.1. The Company does not agree with GT's
characterization of the date in which GT provided notice to the Company of
their resignation. The Company did not receive oral notification of GT's
resignation and maintains that it was not made aware of GT's resignation
until receipt of their resignation letter on March 22, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
16 Letter from Grant Thornton, LLP
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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.
2THEMART.COM, INC.
By /s/ Steven W. Rebeil
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Steven W. Rebeil, CEO
Date: April 11, 2000
[Grant Thornton Letterhead]
April 7, 2000
Securities and Exchange Commission
Washington D.C. 20549
Re: 2TheMart.com, Inc.
(Commission File No. 000-27151)
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of 2TheMart.com, Inc. dated March 22, 2000.
With respect to the first sentence of the first paragraph of Item 4, on March
17, 2000, we orally informed both the Chairman of the Board of Directors and
President of the Company that Grant Thornton LLP had resigned effective
immediately. At that time, we also informed such individuals that the Company
would receive on March 20, 2000, a formal letter acknowledging that such
resignation had occurred on March 17, 2000. That letter was delivered to the
Company on March 20, 2000.
With respect to the subparagraphs numbered 1. and 2. under the first paragraph
of Item 4, as well as the two paragraphs following those subparagraphs, we agree
with the statements contained therein.
With respect to all other paragraphs in Item 4, we do not have sufficient
knowledge for us to comment on those paragraphs.
Very truly yours,
/s/ Grant Thornton LLP
