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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 19,
1997
DYNAMICWEB ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 0-10039 22-2267658
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
271 Route 46 West, Building F,
Suite 209, Fairfield, New Jersey 07004
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code (201) 244-1000
N/A
(Former name or former address, if changed since last
report.)
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Item 4. Changes in Registrant's Certifying Accountant.
By letter dated February 19, 1997, the Registrant terminated
the engagement of Allen G. Roth, P.A. ("Roth") as the
Registrant's independent auditors, effective immediately. On
February 24, 1997, the Registrant engaged the independent
certified public accounting firm of Richard A. Eisner & Co., LLP
to audit the Registrant's consolidated financial statements for
the year ended September 30, 1996. This change in accountants is
subject to the approval of and ratification by the Registrant's
Board of Directors at the next meeting thereof, which the
Registrant expects will be held during March 1997.
As previously reported, Seahawk Capital Corporation
("Seahawk"), a predecessor to the Registrant, on March 26, 1996,
acquired all of the issued and outstanding common stock of
DynamicWeb Transactions Systems, Inc. ("DWTS") in exchange for
approximately 93% of Seahawk's issued and outstanding common
stock, and in connection therewith changed its name to DynamicWeb
Enterprises, Inc. For accounting purposes, this transaction was
treated as a recapitalization of DWTS, with DWTS as the acquiring
corporation. Accordingly, the Registrant's historical financial
statements covering periods prior to March 26, 1996 are those of
DWTS.
The consolidated financial statements of Seahawk for the
year ended December 31, 1995 were audited by R. Andrew Gately &
Co. ("Gately"). Roth audited the consolidated financial
statements of DWTS for the year ended September 30, 1995.
Roth's report on DWTS' consolidated financial statements at
and for the period February 1, 1995 (date of inception) to
September 30, 1995 did not contain any adverse opinion or
disclaimer of opinion and was not modified as to uncertainty,
audit scope or accounting principles.
Gately's report on Seahawk's consolidated financial
statements at and for each of the years in the two-year period
ended December 31, 1995 provided, among other things, that:
"As further discussed in Notes 1 and 7, subsequent to
December 31, 1995, the Company purchased all of the
common stock of Dynamic Web [sic] Transaction Systems,
Inc. ("DYN"). For accounting purposes, the acquisition
was treated as recapitalization of DYN with DYN as the
inquiring [sic] corporation ("reverse acquisition").
Ongoing operations will be that of DYN and,
consequently, the past results of the Company have no
significance as to future operations of the Company.
Absence [sic] this transaction, the Company could not
have continued as a going concern."
Except for the foregoing, Gately's report did not contain
any adverse opinion or disclaimer of opinion and was not modified
as to uncertainty, audit scope or accounting principles.
There were no disagreements between the Registrant
(including Seahawk or DWTS) and either Gately or Roth on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to such accountant's satisfaction, would have
caused such accountant to make reference to the subject matter of
the disagreement in connection with its report on the
consolidated financial statements of Seahawk or DWTS, as the case
may be.
Item 7. Financial Statements and Exhibits.
(a) Exhibits.
The following exhibits are filed herewith:
16.1 Letter of R. Andrew Gately & Co.*
16.2 Letter of Allen G. Roth, P.A.*
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* To be filed by amendment.<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.
DYNAMICWEB ENTERPRISES, INC.
Dated: February 26, 1997
By/s/ Steve Vanechanos, Jr.
Steve Vanechanos, Jr.
President
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EXHIBIT INDEX
Exhibit Number
16.1 Letter of R. Andrew Gately & Co.*
16.2 Letter of Allen G. Roth, P.A.*
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* To be filed by amendment.
