<PAGE>
SECURITIES AND 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) February 22, 2000.
------------------
NET VALUE HOLDINGS, INC.
--------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 333-88629 65-0867684
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1085 Mission Street, San Francisco, CA 94103
- --------------------------------------- -------
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 415-575-4755
------------
N/A
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
NET VALUE HOLDINGS, INC.
FORM 8-K RELATING TO ITEM 4: CHANGES IN REGISTRANT'S
CERTIFYING ACCOUNTANT
Item 4. Changes in Registrant's Certifying Accountant
On February 22, 2000, the board of directors of the Net Value Holdings,
Inc. (the "Company") approved the dismissal of L J Soldinger Associates, the
principal accountant previously engaged to audit the Company's financial
statements. Except for an emphasis of matter paragraph which indicated an
uncertainty relating to the Company's ability to continue as a going concern,
neither of the reports provided by L J Soldinger Associates for the past two
years contained an adverse opinion or a disclaimer of opinion, or was qualified
or modified as to uncertainty, audit scope, or accounting principles. During the
Company's two most recent fiscal years and the subsequent period, there were no
disagreements with the former accountant on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures,
which disagreement, if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter of the
disagreement in connection with its report.
On February 22, 2000, the board of directors of the Company approved
the engagement of KPMG LLP as the principal accountant to audit the Company's
financial statements. During the Company's two most recent fiscal years and the
subsequent period prior to such appointment, the Company has not consulted the
newly engaged accountant regarding either the application of accounting
principles to a specified transaction or the type of audit opinion that might be
rendered on the Company's financial statements, nor on any matter that was
either the subject of a disagreement or a reportable event.
KPMG LLP reviewed the disclosure provided in this Form 8-K prior to its
filing with the Securities and Exchange Commission.
<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 hereunto duly authorized.
NET VALUE HOLDINGS, INC.
Date: February 25, 2000 By: /s/ Andrew P. Panzo
--------------------
Name: Andrew P. Panzo
Title: Chairman and Chief Executive Officer
<PAGE>
EXHIBIT 16
February 25, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Net Value Holdings, Inc.
File Reference No. 333-88629
Dear Sir or Madam:
We were previously the principal accountant for Net Value Holdings,
Inc. and under the date of April 30, 1999 (except for Notes 2 and 4, for which
the date is December 3, 1999), we reported on the consolidated financial
statements of Net Value Holdings, Inc. as of and for the years ended December
31, 1996, 1997 and 1998. On February 22, 2000, our appointment as principal
accountant was terminated. We have read Net Value Holdings, Inc.'s statements,
included under Item 4 of its Form 8-K dated February 25, 2000, and agree with
such statements.
Very truly yours,
/s/ L. J. Soldinger Associates
- ------------------------------
L. J. Soldinger Associates
