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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 24, 2000
BINGO.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
FLORIDA 000-26319 98-0206369
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
4223 GLENCOE AVENUE, SUITE C200, MARINA DEL REY, CALIFORNIA 90292
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 301-4171
NOT APPLICABLE
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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) New independent accountants:
Our Board of Directors approved the appointment of Grant Thornton, LLP,
Los Angeles, California, as our new independent accountants as of July 24, 2000.
As of July 24, 2000, our existing accountants, Davidson & Company, had not
resigned, declined to stand for re-election or been dismissed. During our two
(2) most recent fiscal years and through the date of this report, (i) there were
no "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K, and
(ii) we did not and nobody on our behalf has consulted Grant Thornton, LLP
regarding any of the matters or events set forth in Item 304(a)(2)(i) or (ii) of
Regulation S-K.
(b) Dismissal of accountants:
On August 17, 2000, we dismissed Davidson & Company as our principal
accountants. Following August 17, 2000, Davidson & Company will continue to work
with us on a project-by-project basis as the audit functions are transitioned to
Grant Thornton, LLP. We dismissed Davidson & Company in connection with the
relocation of our executive offices to Los Angeles, California, as Davidson &
Company's sole offices are located in Vancouver, British Columbia.
The report of Davidson & Company on our financial statements for either
of the years ended December 31, 1999 or December 31, 1998 did not contain an
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles, except that the report
contained an explanatory paragraph regarding our ability to continue as a going
concern. The dismissal of Davidson & Company was effective as of August 17,
2000, was approved by our sole director, and was not due to any disagreement
between us and Davidson & Company.
During the two fiscal years prior to and preceding the dismissal of
Davidson & Company, there were no disagreements with Davidson & Company on any
matter of accounting principles or practices, financial statement disclosures or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of Davidson & Company would have caused them to make reference
thereto in their report on our financial statements for the period. We have
authorized Davidson & Company to respond fully to any subject matter with
respect to our financial statements.
We have not been advised by Davidson & Company of any of the following:
(A) lack of internal controls necessary for us to develop reliable financial
statements; (B) any information that has come to the attention of our
independent accountants that has lead them to no longer rely on management's
representations or that has made them unwilling to be associated with the
financial statements prepared by management; (C) any need to expand
significantly the scope of our independent accountants' audit or information
that has come to their attention during the two fiscal years prior to and
preceding the change in independent accountants that, if further investigated,
would (i) materially impact the fairness or reliability of the previously issued
independent accountants' report or the financial statements issued or covering
such period or (ii) cause our independent accountants to become unwilling to
rely on management's representations or that has made them unwilling to be
associated with our financial statements, or due to the dismissal of Davidson &
Company or any other reason, our independent accountants did not so expand the
scope of the audit or conduct such further investigation; or (D) any information
that has come to the attention of our independent accountants that has lead them
to conclude that such information materially impacts the fairness or reliability
of the audit reports or the financial statements issued covering the two fiscal
years prior to and preceding the change in our independent accountants
(including information that, unless resolved, to the satisfaction of such
independent accountant, would prevent it from rendering an unqualified audit
report on those financial statements) and due to the dismissal of Davidson &
Company or any other reason, any issue has not been resolved to such independent
accountants satisfaction prior to the dismissal of Davidson & Company.
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We have furnished Davidson & Company with a copy of the disclosures
contained in this Item 4, and a letter from Davidson & Company, stating whether
they agree with such disclosures, is attached as Exhibit 16.1 to this Form
8-K/A.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibit is filed as a part of this report.
16.1 Letter from Davidson & Company
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.
Date: August 17, 2000 BINGO.COM, INC.
By: /s/ SHANE MURPHY
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Shane Murphy
President, Chief Executive Officer
and Treasurer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
16.1 Letter from Davidson & Company
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