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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 14, 2000
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flightserv.com
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(Exact name of registrant as specified in its charter)
Delaware 1-8662 23-2265039
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
3343 Peachtree Road, N.E., Suite 530, Atlanta, Georgia 30326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 869-2599
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On February 14, 2000, the Audit Committee of the Registrant's Board of
Directors determined to engage Ernst & Young LLP ("EY") as the Registrant's
independent public accountants for fiscal year 2000. In connection with the
engagement of EY, the independent public accountants previously engaged by the
Registrant, Jones and Kolb, were dismissed.
Jones and Kolb's reports on the financial statements for the past two
years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
There were no disagreements with Jones and Kolb on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved to the satisfaction of Jones and Kolb, would
have caused it to make a reference to the disagreement in connection with its
reports.
During the Registrant's two most recent fiscal years and the subsequent
interim periods preceding Jones and Kolb's dismissal:
(i) Jones and Kolb has not advised the Registrant that the
internal controls necessary for the Registrant to develop
reliable financial statements do not exist;
(ii) Jones and Kolb has not advised the Registrant that information
has come to its attention that has led it to no longer be able
to rely on management's representations or that has made it
unwilling to be associated with the financial statements
prepared by management;
(iii) Jones and Kolb has not advised the Registrant (a) of the need
to expand significantly the scope of its audit, or that
information has come to its attention, during the two most
recent fiscal years and the subsequent interim periods
preceding the dismissal, that if further investigated may (i)
materially impact the fairness or reliability of either a
previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued
covering the fiscal periods subsequent to the date of the most
recent financial statements covered by an audit report
(including information that may prevent it from rendering an
unqualified audit report on those financial statements), or
(ii) cause it to be unwilling to rely on management's
representations or be associated with the Registrant's
financial statements or, (b) that due to its dismissal, or for
any other reason, it did not so expand the scope of its audit
or conduct such further investigation;
(iv) Jones and Kolb has not advised the Registrant that (a)
information has come to the its attention that it has
concluded materially impacts the fairness or reliability of
either (i) a previously issued audit report or the underlying
financial statements or (ii) the financial statements issued
or to be issued covering the fiscal periods subsequent to the
date of the most recent financial statements covered by an
audit report (including information that, unless resolved to
its satisfaction, would
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prevent it from rendering an unqualified audit report on those
financial statements) or (b) due to its dismissal, or for any
other reason, the issue has not been resolved to its
satisfaction prior to its dismissal.
The Registrant has been advised by EY that neither the firm nor any of
its associates has any material relationship with the Registrant or any
affiliate of the Registrant. During the Registrant's two most recent fiscal
years and the subsequent interim periods prior to engaging EY, the Registrant
has not consulted EY regarding either: (i) the application of accounting
principles to a specific transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Registrant's financial
statements, for which advice was provided that EY concluded was an important
factor considered by the Registrant in reaching a decision as to an accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement (as defined in paragraph (a)(1)(iv) of Regulation S-K
Item 304) or a reportable event (as described in paragraph (a)(1)(v) of
Regulation S-K, Item 304).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter from Jones and Kolb dated February 17, 2000.
99.1 Press Release
SIGNATURE
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, thereunto duly authorized.
flightserv.com
(Registrant)
By: /s/ WILLIAM L. WORTMAN
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William L. Wortman
Vice President and Chief Financial Officer
Dated as of February 17, 2000
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EXHIBIT 16.1
(Jones and Kolb Letterhead)
February 17, 2000
Securities and Exchange Commission
Washington, D.C. 20549
We have read Item 4 included in the Form 8-K dated February 17, 2000 of
flightserv.com filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein insofar as they relate to our
firm.
Sincerely,
/s/ G. Bliss Jones
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G. Bliss Jones
GBJ/and
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Media Contact
Denise Godoy
Alexander Ogilvy Public Relations
(404) 881-2335
[email protected]
FLIGHTSERV.COM(TM) SELECTS ERNST & YOUNG LLP
ATLANTA, Ga.-- February 14, 2000--flightserv.com. (Amex: FSW), a pioneer
Internet powered company committed to providing professional convenience by
bringing access to private jets and other premium services to the travelling
business community, today announced that the audit committee of its Board of
Directors has elected Ernst & Young LLP as auditors for the Company.
"Engaging Ernst & Young to serve as the Company's independent auditors is one of
the final steps in the process of preparing flightserv.com to be a leading
Internet company enabling business travelers to have the best possible travel
experience by flying on private jets," said C. Beverly Lance, CEO of
flightserv.com.
ABOUT FLIGHTSERV.COM
flightserv.com (Amex:FSW) is a pioneer Internet powered company committed to
providing professional convenience by bringing access to private jets and other
premium services to the travelling business community. Headquartered in Atlanta,
Ga., flightserv.com will provide business travelers with unparalleled value,
convenience, safety and access to a variety of premium services, including
private jet travel, ground transportation and accommodations.
This release contains forward-looking statements within the meaning of Section
21A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Although the Company believes the expectations reflected in the
forward-looking statements and assumptions upon which forward-looking statements
are based are reasonable it can give no assurance that such expectations and
assumptions will prove to have been correct. See the Company's Annual Report on
Form 10-KSB for additional statements concerning important factors, such as
demand for products, manufacturing costs and competition, that could cause
actual results to differ materially from the Company's expectations.
