UNITED STATES
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): DECEMBER 6, 1999
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DIGITAL COMMERCE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-011228 02-0337028
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
815 HORNBY STREET, SUITE 404, VANCOUVER, BRITISH COLUMBIA, V67 2E6
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (604) 899-0411
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SYSTEMS ASSURANCE CORPORATION
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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.
In December 6, 1999, the Board of Directors of the Company authorized
the engagement of Grant Thornton, LLP ("GT") as the Company's auditor for the
1999 fiscal year. This decision to change accountants was prompted by the
ability of GT to provide audit services for the Company on an international
scale as the operations of the Company are expected to expand. GT entered into
an engagement letter with the Company on December 7, 1999 and concurrently with
that engagement, the Company, at the direction of the Audit Committee,
"dismissed" Crouch Bierwolf & Chisholm, P.C. ("Crouch Bierwolf"), which had
served as the Company's independent accountants since 1998, as its auditor
within the meaning of Item 304(a)(1)(i) of Regulation S-K of the Securities and
Exchange Commission.
(a) PREVIOUS INDEPENDENT ACCOUNTANTS.
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(i) On December 6, 1999, the Company dismissed Crouch
Bierwolf, which served as the Company's independent accountants since 1998, and
engaged GT as its new independent accountants for the 1999 fiscal year.
(ii) The reports of Crouch Bierwolf on the financial
statements for the past fiscal year of the Company contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
(iii) The Board of Directors participated in and approved the
decision to change independent accountants.
(iv) In connection with its audit for the most recent fiscal
year and through December 6, 1999, there were no disagreements with Crouch
Bierwolf on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of Crouch Bierwolf would have caused Crouch
Bierwolf to make reference thereto in their report on the financial statements
for such year.
(v) During the most recent fiscal year and through December 6,
1999, there were no reportable events as that term is defined in Item 304
(a)(1)(v)of Regulation S-K. (vi) The Company has requested that Crouch Bierwolf
furnish it with a letter addressed to the Commission stating whether or not it
agrees with the above statements. A copy of such letter, dated December 24,
1999, is filed as Exhibit 1 of this Form 8-K.
(b) NEW INDEPENDENT ACCOUNTANTS. As stated above, the Company
engaged GT as its new independent accountants as of December 7, 1999. Such
engagement was authorized by the Company's Board of Directors on December 6,
1999. During the most recent fiscal year and through December 6, 1999, the
Company has not consulted with GT 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, and neither a written report was provided to the registrant nor oral
advice was provided that GT concluded was an important factor considered by the
registrant in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304 (a) (1) (v) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
(a) FINANCIAL STATEMENTS. N/A
(b) PRO FORMA FINANCIAL INFORMATION. N/A
(c) EXHIBITS.
(i) Letter issued by Crouch Bierwolf & Chisholm, dated
December 24, 1999.
Digital Commerce International, Inc.
By: /S/ MICHAEL KANG
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Michael Kang, Chief Executive Officer
January 6, 2000
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
A Partnership of 50 West Broadway, Suite 1130 Office (801) 363-1175
Professional Salt Lake City, Utah 84101 Fax (801) 363-0615
Corporations Brent's Mobile
Brent E. Crouch, CPA, PC (801) 916-1999
Nephi J. Bierwolf, CPA, PC Nephi's Mobile
Todd D. Chisholm, CPA, PC (801) 971-0405
Todd's Mobile
(801)898-2222
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December 24, 1999
Securities and Exchange Commission
450 5th Street NW
Washington, DC 20549
Re: Digital Commerce International, Inc.
File No.: 000-11228
Gentlemen:
We have read Item 4 of the Form 8-K of Digital Commerce International Inc. dated
December 15, 1999 and agree with the statements contained therein, except for
the information contained in the first paragraph and second sentence of the
second and final paragraphs, about which we have no knowledge.
Sincerely,
/S/
Crouch Bierwolf & Chisholm
Certified Public Accountants
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MEMBER AMERICAN INSTITUTE OF CPAS, SEC PRACTICE SECTION,
AND UTAH ASSOCIATION OF CPAS
