<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 1, 1999
------------------------
D-VINE LTD.
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
----------------------------------------------------------------------
(State or other jurisdiction of incorporation)
DELAWARE 22-2732163
- --------------------------------------- ----------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
712 FIFTH AVENUE, 7TH FLOOR, NEW YORK, NEW YORK 10019
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 582-3400
----------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
----------------------------------------------------------------------
(Former Name or Former Address, If Changed since Last Report.)
<PAGE>
ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT.
The Board of Directors of the Registrant appointed Thomas Monahan as
independent auditor for the fiscal years ended September 30, 1997 and 1998.
Robison, Hill & Co. served as the Registrant's independent auditors for the
fiscal years ended September 30, 1995 and 1996.
The Registrant believes that there were no disagreements with Robison, Hill
& Co. within the meaning of Instruction 4 of Item 304 of Regulation S-B on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures in connection with audits of Registrant's
financial statements for the fiscal years ended September 30, 1995 and 1996,
which disagreements, if not resolved to their satisfaction, would have caused
them to issue an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles.
During the two (2) most recent fiscal years ended and through the present,
there have been no reportable events (as defined in Item 304 of Regulation S-B)
with Robison, Hill & Co.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following Exhibits are included in this Current Report on Form 8-K:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
16 Letter on change in certifying accountant from Robison,
Hill & Co.
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.
D-VINE, LTD.
(Registrant)
Date: March 15, 1999 By: /s/ Edward J. Tobins
-------------------------------------
Edward J. Tobin, President
(Chief Executive Officer, Financial
and Accounting Officer)
2
<PAGE>
EXHIBIT 16
RH
________________________________________________________________________________
Robison, Hill & Co. Certified Public Accountants
A PROFESSIONAL CORPORATION
BRENT M. DAVIES, CPA
DAVID O. SEAL, CPA
W. DALE WESTENSKOW, CPA
BARRY D. LOVELESS, CPA
-----------------------
W. LAMONT ROBINSON, CPA
E. MORTON HILL, CPA
March 15, 1999
Mr. Edward Tobin, President
D-Vine, Ltd.
712 Fifth Avenue, 7/th/ Floor
New York, NY 10019
Robison, Hill & Co. hereby resigns as independent auditors for D-Vine Ltd.,
effective February 1, 1999.
We have received and reviewed the Form 8-K dated February 1, 1999, reporting in
Item 4 the events which transpired on February 1, 1999, relating to our
resignation as independent auditors and the appointment of Thomas Monahan as new
independent auditor for the fiscal years dated September 30, 1997 and 1998.
We have reviewed Item 4 of such Form 8-K and have no disagreements with the
position of the Registrant as stated therein.
Respectfully submitted,
/s/ Robison, Hill & Co.
Certified Public Accountants
MEMBERS OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF THE SEC PRACTICE and THE PRIVATE COMPANIES PRACTICE SECTION
1366 East Murray-Holladay Road, Salt Lake City, Utah 84117-5050
Telephone (801) 272-8045 Facsimile (801) 277-9942
4
