SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 7, 1999
NORTHEAST (USA) CORP.
(Exact name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-13337 22-2497491
(Commission File Number) (IRS Employer Identification No.)
1800 Bloomsbury Avenue, Ocean, N.J. 07712
(Address of Principal Executive Offices) (Zip Code)
732-922-3355
(Registrant's Telephone Number, Including Area Code)
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ITEM 4. Changes in Registrant's Certifying Accountant.
On May 7, 1999 the Registrant engaged Rosenberg Rich Baker Berman & Company of
380 Foothill Road, Bridgewater, N.J. 08807 as its Independent Accountants for
its fiscal year ending June 30, 1999. The former Independent Accountants of the
Registrant, BDO Seidman LLP ("BDO"), New York, N.Y., were not re-appointed.
Due to a lack of funds, neither BDO, nor any other accounting firm provided any
accounting or auditing services to the Registrant for its fiscal years ended
June 30, 1996-98. Additionally,
1. There were no disputes or disagreements with regard to any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope disclosure with BDO.
2. The report of BDO with reference to the Registrant's June 30, 1995 financial
statements (the last year in which the Registrant's financial statements were
audited) did not contain an adverse opinion or disclaimer of opinion nor was it
modified as to audit scope, or accounting principles. It was modified for
uncertainty concerning the Company's status as a going concern.
3. The management and Board of Directors of the Registrant believed it was in
the Registrants best interest to utilize a smaller, more local firm, as the
Registrant has only limited operations and resources.
4. The decision to engage Rosenberg Rich Baker Berman & Company was made by the
management of the Registrant and approved by its Board of Directors.
5. During the Registrant's two most recent fiscal years the Registrant did not
consult BDO Seidman on either (i) the application of accounting principles to a
specific transaction or, (ii) the type of audit opinion that might be rendered
on Registrant's financial statements.
ITEM 5. Other Events
On August 5, 1999, the Registrant's Board of Directors approved an agreement in
principle with Buy It Cheap.com, Inc., a start-up company, whereby Buy It
Cheap.com, Inc. would be merged into the Registrant. The shareholders of Buy It
Cheap.com, Inc. would receive between 700,000 and 1,400,000 shares (depending on
the net asset value of Buy It Cheap.com, Inc. at the time of merger) of the
common stock of the Registrant (which would then represent approximately 10 to
20% of the outstanding common stock of the Registrant) for all of the issued and
outstanding shares of Buy It Cheap.com, Inc. Consummation of the transaction is
dependent on the execution of a formal merger agreement and approval by the
shareholders of Buy It Cheap.com, Inc. Buy It Cheap.com, Inc. will operate an
E-commerce business under a website, Buy It Cheap.com. An officer and director
and a director of the Registrant are the founders of Buy It Cheap.com, Inc.
In order to prepare for the merger, Buy It Cheap.com, Inc. has agreed to lend
funds to the Registrant for professional services, legal filings stock transfer
services and general corporate matters.
EXHIBITS
1. Copy of BDO letter to Securities and Exchange Commission
2. Copy of letter of resignation of BDO to the Registrant
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 thereunto duly authorized.
NORTHEAST (USA) CORP.
Date: September 16, 1999 By /s/Stephen E. Roman, Jr.
________________________
Stephen E. Roman, Jr.
President
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EXHIBIT 1
BDO Seidman, LLP 330 Madison Avenue
BDO Accountants and Consultants New York, New York, 10017-5001
Telephone: (212) 885-8000
Fax: (212) 697-1299
September 13, 1999
Securities and Exchange Commission
450 5th Street N.W.
Washington, DC 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K for the
event that occurred on May 7, 1999, to be filed by our former client, Northeast
(USA) Corp. We agree with the statements made in response to that Item insofar
as they relate to our Firm.
Very truly yours
BDO Seidman, LLP
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EXHIBIT 2
BDO Seidman, LLP 330 Madison Avenue
Accountants and Consultants New York, New York 10017- 5001
BDO Telephone, (212) 885-8000
Fax (212) 697-1299
September 13, 1999
Mr. Stephen E. Roman, Jr.
President
Northeast (USA) Corp.
1800 Bloomsbury Avenue
Ocean, NJ 07712
Dear Mr. Roman:
This is to confirm that the client-auditor relationship between Northeast (USA)
Corp, and BDO Seidman, LLP has ceased.
Sincerely,
BDO Seidman, LLP
Copy: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, DC 20549
